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MASTER EQUITY LEASE AGREEMENT
<br />This Master Equity Lease Agreement is entered into this fifth day of February, 2014, by and between Enterprise FM Trust, a Delaware statutory
<br />trust ( "Lessor'), and the lessee whose name and address is set forth on the signature page below ( "Lessee ").
<br />1. LEASE OF VEHICLES: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a "Vehicle" and
<br />collectively, the "Vehicles') described in the schedules from time to time delivered by Lessor to Lessee as set forth below ( "Schedule(s) ") for the rentals
<br />and on the terms set forth in this Agreement and in the applicable Schedule. References to this "Agreement" shall include this Master Equity Lease
<br />Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each
<br />Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will include, among other things, a description of the Vehicle, the lease term and
<br />the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee unless
<br />Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole
<br />legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use of the
<br />Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state income tax purposes with
<br />Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof
<br />(together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, "Servicer ") may administer this Agreement on behalf of
<br />Lessor and may perform the service functions herein provided to be performed by Lessor.
<br />2. TERM: The term of this Agreement ( "Term ") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the "Delivery Date ") and,
<br />unless terminated earlier in accordance with the terms of this Agreement, continues for the "Lease Term" as described in the applicable Schedule.
<br />3. RENT AND OTHER CHARGES:
<br />(a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will
<br />be in the amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount
<br />identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet
<br />Management, Inc.) and will be due and payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the
<br />first day of a month, monthly rental payments will begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to
<br />pay Lessor a pro -rated rental charge for the number of days that the Delivery Date precedes the first monthly rental payment date. A portion of each
<br />monthly rental payment, being the amount designated as "Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for
<br />depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c).
<br />Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule on the due date of the first monthly rental payment under such
<br />Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination" set forth in each Schedule at the end of the applicable Term
<br />(whether by reason of expiration, early termination or otherwise).
<br />(b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty
<br />Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the
<br />adjusted amount will be payable by Lessee to Lessor on the termination date.
<br />(c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the
<br />Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided
<br />below, twenty percent (20 %) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than
<br />the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20 %) of the
<br />Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment
<br />within thirty (30) days after the end of the applicable Term. Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty -eight (48)
<br />months (including any extension of the Term for such Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year
<br />on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty -six (36) months is greater than 45,000 miles) or (iii) in the
<br />sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two
<br />immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentence. The "Book Value" of a Vehicle means the sum
<br />of (i) the "Delivered Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the total Depreciation Reserve paid by Lessee to Lessor with
<br />respect to such Vehicle I�us (iii) all accrued and unpaid rent and /or other amounts owed by Lessee with respect to such Vehicle.
<br />(d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any
<br />losses and /or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and /or to any other amounts then owed by
<br />Lessee to Lessor.
<br />(e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty (20) days after its due date will accrue interest,
<br />payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18 %) per annum or (ii)
<br />the highest rate permitted by applicable law (the "Default Rate ").
<br />(f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor,
<br />Servicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in
<br />connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate.
<br />(g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments
<br />shall be made in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any
<br />Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the
<br />cause or consequence nor any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management,
<br />Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under
<br />this Agreement, including, without limitation, the payment of rent and other amounts under this Agreement.
<br />4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles.
<br />Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of all
<br />insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and
<br />encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any
<br />illegal purpose or to pull trailers that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will
<br />be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not
<br />to remove any Vehicle from the continental United States without first obtaining Lessor's written consent. At the expiration or earlier termination of this
<br />Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return such
<br />Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to
<br />Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro -rated
<br />daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee's failure to return any Vehicle as
<br />required hereunder.
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