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AMENDMENT TO MASTER EQUITY LEASE AGREEMENT <br />THIS AMENDMENT ( "Amendment') dated this J.3 day of February, 2014 is attached to, and made a part <br />of, the MASTER EQUITY LEASE AGREEMENT entered into on the 13 day of February, 2014 ( "Agreement ") by <br />and between Enterprise FM Trust a Delaware statutory trust ( "Lessor") and City of San Marcos ( "Lessee "). This <br />Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the <br />parties. <br />Section 17 of the Master Equity Lease Agreement is amended to read as follows: <br />Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors, <br />personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent <br />of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in <br />accordance with the substantive laws of the State of Texas (determined without reference to conflict of law <br />principles). <br />All references in the Agreement and in the various Schedules and addenda to the Agreement and any other <br />references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the <br />extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations <br />and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby <br />ratified and confirmed. <br />IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease <br />Agreement as of the J 3 day of February, 2014. <br />City of S &Marc os, 7—S <br />�1 <br />By <br />Title: City Manager <br />Enterprise FM Trust (Lessor) <br />By: Enter Fleet Management, Inc., its attorney in fact <br />By 111;L2 f'( - (a <br />Title: ll —eC--�ejr <br />