AGREEMENT TO PARTICIPATE

AGREEMENT TO PARTICIPATE By signing this Agreement to Participate (“Agreement”), the undersigned Dealer agrees to be bound by the following terms and conditions: Designated Dealer Representative The following person will have full responsibility for Dealer Rental Car operations and the authority to order vehicles (“NRCs”) for usage in the Nissan Rental Car Program (the “Program”). Name: Title: Present Position:

The designated Dealer representative may be changed at any time by Dealer upon ten (10) days prior written notice to the facing Nissan Regional office. TERMS OF AGREEMENT 1) Dealer hereby represents and warrants to NISSAN, a division of Nissan North America, Inc., a California Corporation (“NISSAN”), that the information provided pursuant to the above is true and correct as of the date of execution of this Agreement by Dealer. 2) Dealer hereby agrees that, if and when the Agreement is executed by NISSAN, Dealer shall participate in the Program under the terms and conditions provided herein. 3) Upon acceptance by NISSAN of Dealer into the Program, Dealer agrees that: a. Dealer can place in-stock vehicles into service as provided in the Program Bulletins (Program Bulletins can be accessed on the Nissan Rental Car Dealer Site via NNAnet.com). b. Dealer can elect to purchase vehicles to become NRCs outright from NNA, and have the option of financing their purchase through a third party lender. If Dealer elects this purchase option, Dealer acknowledges and agrees that such vehicles must be insured by the designated third party Nissan Rental Car insurance carrier. Failure by Dealer to insure the vehicles with Nissan’s designated Nissan Rental Car insurance carrier is a material breach of this Agreement and grounds for termination hereof. c. Dealer may also elect to finance its purchase of vehicles through Nissan Motor Acceptance Corporation, a California Corporation (“NMAC”), and lease the vehicles back from NMAC upon the terms and conditions set forth by NMAC in a Nissan Rental Car TRAC Lease and related attachments and schedules (the “Lease”), including, but not limited to, the following provisions in order to receive the financial benefits from NISSAN or NMAC stated herein under this finance purchase election: i.

Dealer shall have the option to purchase each vehicle “as-is” from NMAC at lease end by paying NMAC the agreed upon residual amount and all other amounts owing under the Lease. If Dealer exercises its purchase option, such purchase shall be made no later than the last day of the final month of the applicable lease term as to such vehicle.

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AGREEMENT TO PARTICIPATE ii.

If Dealer elects not to purchase a vehicle, such vehicle shall be sold as provided in the Lease and Dealer will be responsible for the residual amount and all other amounts owing under the Lease.

iii.

The use of NRCs is limited to the Program only and they are not to be used for any other purpose during the lease term.

iv.

The lease term for each NRC shall be eighteen (18) months (eleven (11) months in the state of Illinois).

v.

With Nissan’s and NMAC’s consent, Dealer can terminate the lease of a vehicle prior to eighteen (18) months if Dealer is current on all payments related to such vehicle and provided Dealer pays the residual amount and all other amounts that would have been owing under the Lease if the Lease had gone the full eighteen (18) months. In addition, if Dealer should terminate any vehicle lease(s) prior to four (4) months or without accumulating a minimum of 3,000 miles of usage, Dealer shall also be charged back and agrees to repay all Program subsidies including: capital cost reduction subsidy and insurance assistance.

vi.

Notwithstanding Dealer’s execution of this Agreement, the Lease, or any other agreement relating to the Program, the lease of any vehicle is subject to appropriate credit approval by NMAC at NMAC’s sole discretion.

4)

NISSAN may provide Dealer with materials prepared by NISSAN regarding the operation of the Program (“Materials”). By execution hereof, Dealer hereby acknowledges and agrees that, except as otherwise expressly provided herein, (a) any Materials provided to Dealer are intended only to provide Dealer with guidelines in developing procedures for its particular dealership, and (b) the procedures outlined in such Materials are not mandatory. In setting up its Rental Car Program, Dealer should retain and consult legal counsel and a tax advisor to make sure that the operation of the Program complies with applicable state and local laws. Neither NMAC nor NISSAN make any representation concerning, or assume any liability for, the Program’s legal compliance or tax treatment.

5)

Dealer hereby agrees to comply with the Program Rules (“Program Rules”) attached hereto as Exhibit A and incorporated herein by this reference, which Program Rules may be amended at any time and from time to time by NISSAN in NISSAN’S sole discretion. Any such amendments to the Program Rules shall be forwarded to Dealer by NISSAN and shall become effective upon the date set forth in such amended Program Rules. Dealer acknowledges and agrees that failure to adhere to the Program Rules may result in sanctions up to and including immediate cancellation of Dealer from the Program and termination of Dealer’s rights and privileges under the Agreement and the Lease; provided, however, that such cancellation and termination shall not relieve Dealer of any of its matured obligations under this Agreement or the Lease. Dealer further acknowledges that the Program Rules must be followed to obtain incentives on NRCs. Dealer agrees that the requirements of the Program Rules must be followed in their entirety and that failure to do so may result in a chargeback of any incentives paid on those NRCs.

6)

Dealer agrees to hire and train qualified personnel to administer the Program on behalf of Dealer. Dealer hereby accepts full responsibility for supervising and monitoring its employees in performing their duties under the Program in accordance with the Program Rules and the terms of this Agreement.

7)

Dealer hereby acknowledges and agrees that Dealer shall be responsible for payment of all federal, state and local taxes (including short-term rental taxes), excise, personal property, stamp, ad

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AGREEMENT TO PARTICIPATE valorem and all governmental assessments, fees and charges and secondary insurance imposed or in connection with the ownership and/or operation of the NRCs. Dealer acknowledges that changes in actual taxes or other governmental changes or in insurance costs may result in changes to Dealer’s monthly payment for vehicles under the Lease. 8)

The specific models of NISSAN vehicles available for selection as NRCs, and the mix of such models, as well as the number of vehicles to be provided to Dealer pursuant to this Agreement, shall be within the sole discretion of NISSAN and is subject to change. The vehicle models available for this Program will be announced by bulletin from time to time.

9)

In addition to any express agreements of Dealer contained herein, Dealer hereby makes the following representation and warranties to NISSAN: a.

Dealer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein and to consummate the transactions contemplated hereby.

b.

Dealer has taken all requisite action (corporate, partnership or otherwise) in connection with entering into this Agreement and the instruments referenced herein and the consummation of the transactions contemplated hereby.

c.

The individual executing the Agreement and the instruments referenced herein on behalf of Dealer has the legal power, right and actual authority to bind Dealer to the terms hereof and thereof.

d.

This Agreement and all documents required hereby to be executed by Dealer are and shall be valid, legally binding obligations of and enforceable against Dealer in accordance with their terms.

e.

Dealer represents that the NRCs are intended and will be used only for daily rental purposes.

10)

Under the terms of this Program, Dealer agrees to execute such other and further documents as may be deemed necessary and appropriate by NISSAN to carry out the purposes of this Agreement, including, but not limited to, the Lease and associated schedules thereto, bills of sale and title applications for the vehicles (showing NMAC as owner if financed through NMAC TRAC Lease) and proof of insurance.

11)

The parties hereto agree that this Agreement may be terminated at any time by NISSAN upon thirty (30) days written notice to Dealer; provided, however, that NISSAN has the right to terminate this Agreement immediately upon the occurrence of any of the following: a.

Breach of the Program Rules or the Lease by Dealer, its directors, officers, employees or agents.

b.

Discovery of any material misrepresentation, whether intentional or unintentional, in the information supplied by Dealer in this Agreement.

c.

Refusal by Dealer to make payment of monthly lease obligations or early termination penalties under the Lease.

d.

Termination of secondary insurance coverage provided under the Program by the insurance carrier.

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AGREEMENT TO PARTICIPATE e.

Termination of the then current NISSAN Dealer Sales and Service Agreement by and between Dealer and NISSAN during the term of this Agreement unless it is replaced by a successor agreement.

f.

Any material adverse change in the financial condition of Dealer including, but not limited to, declaration of bankruptcy or insolvency.

g.

Dealer’s failure to insure all of the vehicles with Nissan’s designated NRC insurance carrier.

Upon the effective date of the termination of this Agreement, all Leases shall terminate concurrently herewith, and Dealer shall be obligated to immediately return all vehicles then subject to the Lease to NMAC and to pay NISSAN and NMAC, respectively, all amounts owed and outstanding under such agreements (including, without limitation, early termination liabilities). 12)

Dealer hereby agrees to indemnify and hold harmless NISSAN, NMAC, their respective employees, directors, officers and agents from and against any and all claims, losses, liabilities, and expenses, including reasonable attorneys’ fees, suffered or incurred by such parties by reason of any breach by Dealer of this Agreement, including, but not limited to, any breach of the Program Rules or the Lease. Dealer agrees that in the event Dealer is obligated to indemnify the above-named parties pursuant to this Paragraph, NISSAN shall be entitled to debit Dealer’s Non-Vehicle Account for any such amounts incurred by NISSAN itself or amounts incurred by NMAC which have been reimbursed by NISSAN.

13)

Dealer hereby acknowledges that NISSAN has an obligation to reimburse NMAC for any costs, losses, damages or liabilities NMAC incurs arising out of or in connection with Dealer’s breach of the Agreement, the Program Rules or the Lease, and Dealer hereby agrees to reimburse NISSAN for such costs. Dealer agrees that in the event Dealer defaults under the Lease, NISSAN shall be entitled to debit Dealer’s Non-Vehicle Account in the amount of any monies paid by NISSAN to NMAC.

14)

In the event a party hereto brings any action or suit against another party hereunder by reason of any breach of any of the covenants, conditions, agreements, or provisions on the part of the other party arising out of this Agreement, the prevailing party shall be entitled to have from the other party all costs and expenses of the action or suit, including reasonable attorney’s fees.

15)

Neither this Agreement, nor any right or obligation hereunder, is assignable, in whole or in part, whether by operation of law or otherwise by Dealer without the prior written consent of Nissan and NMAC. Dealer will remain liable for all amounts owing to Nissan and NMAC under the Program and the Lease in the event of any sale of dealership assets or other transfer of ownership unless Nissan and NMAC have consented to the transaction and the buyer has executed assumption documentation satisfactory to Nissan and NMAC.

16)

If any term or provisions of this Agreement shall to any extent be found to be invalid, void or unenforceable, the remaining provisions shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

17)

This Agreement will be valid and binding on NISSAN only when it bears the signature of the Vice President and Director of NISSAN and, when the signature is a facsimile, the manual countersignature of an authorized agent of NISSAN. This Agreement shall become effective as of the date set forth immediately above the duly authorized signature of NISSAN below.

This agreement applies to all rental cars leased and placed into service within the Program on or after February 10, 2016.

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AGREEMENT TO PARTICIPATE This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. DEALER

_________________________________________________________________________ (Type or Print Full Name of Dealer) (Dealer Number) (Region) _________________________________________________________________________ (Dealer Principal Signature)

By:

_________________________________________________________________________ (Type or Print Name of Signer and Title)

Dated:

_________________________________________________________________________

DEALER APPROVED BY AND AGREEMENT EFFECTIVE AS OF THIS_____ day of __________, 20__. NISSAN, a Division of NISSAN NORTH AMERICA, INC., a California corporation By:

______________________________________________________________________ (Signature) Judith K Wheeler Vice President, Nissan Sales Operations, U.S. Nissan U.S.A.

By:

______________________________________________________________________ (Signature) Bart Buttles Director, Nissan Sales Operations

Dealer E-mail:

______________________________________________________________________

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AGREEMENT TO PARTICIPATE EXHIBIT A NISSAN RENTAL CAR PROGRAM RULES 1. Dealer agrees these rules (“Program Rules”) must be followed in their entirety and that failure to do so may result in a chargeback of incentives paid on rental car program vehicles (“NRCs”) impacted by the Program Rules violation(s). NISSAN reserves the right to cancel or modify this Program at any time. NISSAN reserves the right to cancel a specific Dealer’s Agreement to Participate in the Program at any time if NISSAN determines the Dealer violated Program Rules. 2. All rental car program vehicles (“NRCs”) will either be purchased (i) outright from NNA, and have the option of financing their purchase through a third party lender or (ii) elect to finance its purchase of vehicles through NMAC, and lease the vehicles back from NMAC upon the terms and conditions set forth by NMAC in the Lease. In either case, NRCs must be insured by NISSAN’s designated NISSAN Rental Car insurance carrier. Failure by Dealer to insure the vehicles with Nissan’s designated insurance carrier is a material breach of this Agreement and grounds for termination hereof. 3. Dealer must submit a complete financing package, including, without limitation, a Schedule “A” to the Lease, with all required documents to NMAC within ten (10) business days of vehicle delivery. 4. The use of NRCs is limited to usage outline in the Agreement to Participate and these Nissan Rental Car Program Rules. 5. To be eligible for incentive payment under the Nissan Rental Car Program (“Program”), Dealer must report NRCs in the name of the dealership or a majority-owned subsidiary of the Nissan dealership entity for outright purchases and in the name of NMAC if financed through NMAC TRAC Lease. Vehicles must also be reported with sales type code “A”. Vehicles must be registered, titled and licensed with the state in the name of the dealership, majority-owned subsidiary of the NISSAN dealership entity or NMAC within thirty (30) days of the reported sales date. Vehicles must be kept in service for a minimum of (4) four months or 3,000 miles. Vehicles must be used as rentals for dealership customers, demonstrated by the following documentation which must be kept in the dealership’s physical possession for (5) five years: a. Fully completed and executed motor vehicle registration/license application in the name of the dealership, majority-owned subsidiary of the NISSAN dealership entity or NMAC which has been submitted to the appropriate state entity within (30) thirty days from the date of sale; b. Usage log detailing in-service dates and mileage; and c. Rental agreements signed by the customer. NRCs may not be utilized as employee demonstrator units, Parts Delivery vehicles or Courtesy Shuttle vehicles or dealership employee’s personal use (by executive managers/owners, family members, or employees). Vehicles reported as sales type “8” will be excluded from incentive awards and objectivebased programs and must adhere to the same aforementioned requirements. Base NRC subsidy payments will be paid on eligible units reported with a sales type “8”. 6. No Vehicle is to be driven by a customer without a fully executed NISSAN approved rental agreement between the Dealer and a qualified customer driver (“Rental Agreement”). Such approved Rental Agreements are made available by NISSAN in the Nissan rental car management’s software system.

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AGREEMENT TO PARTICIPATE 7. NRCs are not to be used by anyone other than the customer driver(s) designated on the Rental Agreement. NISSAN reserves the right to cancel the Dealer’s Agreement to participate if unauthorized use is found and any such units may be charged back any incentives paid. All liability is assumed by the Dealer that authorizes use for other than Program intent. Dealers with higher than normal insurance losses will be evaluated and could be removed from the Program. 8. All NRC users must produce, on each rental, a current valid U.S. State driver’s license or international driver’s license with provisions to drive in the U.S. (with no apparent alterations or restrictions except corrective lenses). 9. Primary insurance information must be obtained from all NRC users on each rental. 10. All NRC drivers must be an eligible driver as defined in Section 1 on the back of the Rental Agreement. 11. Parking and toll road violations that occur during vehicle use are the responsibility of the Dealer and, to the extent not settled between the customer driver incurring such violations and the Dealer, will be paid by the Dealer. 12. All NRCs must be maintained per terms of the NISSAN PDI Policy, Limited Warranties and the recommended factory maintenance schedules, and all body damage must be repaired. Each vehicle (at Rental Car delivery) should be given to customer driver with at least ¼ tank of fuel. 13. The Dealer must satisfy all obligations related to lease payments and payment of the agreed upon residual or any shortfall (in the event of a sale) for each lease vehicle by the lease termination date for such vehicle. 14. Dealer may not wholesale transfer or sublease rental cars or otherwise transfer any rights or obligations hereunder to an affiliated entity or third party (including another NISSAN Dealer) without prior written approval by both NISSAN and NMAC. 15. The maximum continuous rental period for any vehicle is thirty (30) days. Dealer agrees that it will not rent a vehicle to a customer for a period in excess of thirty (30) days. If a customer needs a vehicle for longer than thirty (30) days, Dealer will require such customer to enter into a new Rental Agreement for a vehicle every thirty (30) day period or portion thereof for the duration of customer’s usage. 16. NISSAN agrees to waive the CPO (Certified Pre-Owned) certification fee for any vehicle that would otherwise qualify as a CPO vehicle purchased hereunder. 17. In the event of any discrepancy between this Agreement and the Lease, the terms of the Lease shall control to the extent of such discrepancy. 18. Effective January 1, 2016, Dealer hereby agrees to install and utilize the NISSAN Rental Car Software in order to participate in the Program. Beginning April 1, 2016, participating Dealers will be responsible for basic monthly usage fees charged by NISSAN and billed on the Dealers’ non-vehicle account. 19. Effective August 1, 2015, all active NISSAN Rental Car inventory must be retired prior to any buy/sell or Dealer termination. In such circumstances, the Program Rule providing that Dealers may not wholesale transfer or sublease rental cars or otherwise transfer any rights or obligations hereunder to another NISSAN Dealer continues to apply.

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AGREEMENT TO PARTICIPATE

Nissan Rental Car Program Insurance Enrollment Request DEALERSHIP NAME: _____________________________________________ STREET ADDRESS: _____________________________________________ CITY, STATE & ZIP CODE: _________________________________________ NMAC DEALER #: __________ CONTACT NAME: _________________________ PHONE #: __________________ CONTACT’S E-MAIL ADDRESS: __________________________________________ NUMBER OF VEHICLES BEING ENROLLED IN PROGRAM: ________________

Please E-mail [email protected] for insurance related questions.

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