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5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other
<br />than federal and state income taxes on the income of Lessor) incurred in connection with the titling, registration, delivery, purchase, sale, rental, use or
<br />operation of the Vehicles during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to
<br />promptly reimburse Lessor for the same.
<br />6. LICENSE AND CHARGES: Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges
<br />relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial
<br />charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade -in, exchange allowance or other credit
<br />attributable to any Lessor -owned vehicle.
<br />7. REGISTRATION PLATES, ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates,
<br />permits, inspections and /or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee's
<br />expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance
<br />with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be
<br />located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become
<br />subject to the titling and /or registration laws of such other state.
<br />8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES:
<br />(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all
<br />manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required
<br />for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or improvements to a Vehicle will become and
<br />remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing,
<br />so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a
<br />Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in
<br />no instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or
<br />improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repairs or replacements
<br />of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in connection with any
<br />Vehicle or this Agreement.
<br />(b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(s) covered by
<br />such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (ii) Lessor shall have no
<br />liability or responsibility for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee
<br />for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle(s).
<br />9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES:
<br />(a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A
<br />SIZE, DESIGN, CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND
<br />REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEE'S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR
<br />IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE.
<br />(b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE,
<br />INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
<br />PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS,"
<br />' WITH ALL FAULTS." All warranties made by any supplier, vendor and /or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the
<br />applicable Term and Lessee's only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle.
<br />(c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or
<br />consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any
<br />defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay
<br />in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage
<br />whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this
<br />Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any
<br />delay in delivery of any Vehicle ordered by Lessee.
<br />10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause
<br />whatsoever ( "Casualty Occurrence "). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty
<br />Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working order; provided, however, that if the applicable Vehicle
<br />is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a "Totaled Vehicle "), Lessee agrees to pay Lessor no later than the
<br />date thirty (30) days after the date of the Casualty Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle.
<br />Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle.
<br />11. INSURANCE:
<br />(a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each
<br />Vehicle, to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated
<br />by Lessor against any damage, claim, suit, action or liability:
<br />(i) Commercial Automobile Liability Insurance (including Uninsured /Underinsured Motorist Coverage and No -Fault Protection where required
<br />by law) for the limits listed below Note - $5,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for
<br />each Vehicle capable of transporting more than 8 passengers):
<br />State of Vehicle Registration Coverage
<br />Connecticut, Massachusetts, Maine, New Hampshire, New $1,000,000 Combined Single Limit Bodily Injury and Property
<br />Jersey, New York, Pennsylvania, Rhode Island, and Vermont Damage - No Deductible
<br />Florida
<br />All Other States
<br />(ii) Physical Damage Insurance (Collision & Comprehensive):
<br />occurrence - Collision and $350 per occurrence - Comprehensive).
<br />Initials EFM&L— CustV
<br />$500,000 Combined Single Limit Bodily Injury and Property
<br />Damage or $100,000 Bodily Injury Per Person, $300,000 Per
<br />Occurrence and $50,000 Property Damage (100/300/50) - No
<br />Deductible
<br />$300,000 Combined Single Limit Bodily Injury and Property
<br />Damage or $100,000 Bodily Injury Per Person, $300,000 Per
<br />Occurrence and $50,000 Property Damage (100/300150) - No
<br />Deductible
<br />Actual cash value of the applicable Vehicle. Maximum deductible of $500 per
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