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under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of
<br />this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c)
<br />shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii)
<br />in each such sentence); and /or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial
<br />Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination
<br />shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any
<br />indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative.
<br />15. ASSIGNMENTS: Lessor may from time to time assign, pledge or transfer this Agreement and /or any or all of its rights and obligations under this
<br />Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to
<br />Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights
<br />or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in and
<br />to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter
<br />executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the
<br />Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any
<br />assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional
<br />and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage
<br />to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use, operation
<br />or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee
<br />or to any other person or entity, or for any other reason.
<br />Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this
<br />Agreement or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee's
<br />interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession
<br />of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor.
<br />16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an
<br />instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or
<br />remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set
<br />forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy,
<br />which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is
<br />invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Giving of all
<br />notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party
<br />may provide in writing from time to time. Any such notice mailed to such address will be effective one (1) day after deposit in the United States mail,
<br />duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Agreement may be
<br />executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease
<br />for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (if
<br />more than one) are joint and several.
<br />17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its
<br />heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their
<br />respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri
<br />(determined without reference to conflict of law principles).
<br />18. NON - PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all
<br />indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement,
<br />insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of
<br />this Section 18 shall survive termination of this Master Equity Lease Agreement.
<br />19. NON - APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor
<br />acknowledges that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligations that
<br />financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the
<br />County or State to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any
<br />Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such
<br />funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be
<br />paid for any reasonable damages. These reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the
<br />open used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this Agreement).
<br />IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written.
<br />LESSEE: City of San Marcos
<br />Title: t Mana er
<br />Address: 630 East Hopkins Street
<br />San Marcos, TX 7
<br />Date Signed: !v 2 / 3 < <�
<br />Initials: EFM,124L cus
<br />LESSOR: Enterprise FM Trust
<br />By: Enterprise Fleet Management, Inc., its attorney in fact
<br />By: Phillip A. Lay
<br />Title: Director
<br />Address: 4210 S Congress Ave
<br />Austin, TX 78745
<br />Date Signed
<br />Page 4
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