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and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses
<br /> (including, without limitation, reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of
<br /> Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation of, or
<br /> failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage,
<br /> theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition
<br /> of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement for any
<br /> events that occur during the Lease Term.
<br /> Section 14, second paragraph, of the Master Equity Lease Agreement is amended to read as follows:
<br /> Upon the occurrence of any Event of Default, Lessor, with written notice to Lessee, will have the right to exercise
<br /> concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a)
<br /> Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing
<br /> Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor
<br /> on default(or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's
<br /> independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to
<br /> remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under this
<br /> Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of
<br /> Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent
<br /> permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys' fees and
<br /> expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in
<br /> attempting or effecting enforcement of Lessor's rights under this Agreement(whether or not litigation is commenced)
<br /> and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may
<br /> terminate Lessee's rights under this Agreement; (e)with respect to each Vehicle, Lessor may recover from Lessee
<br /> all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover
<br /> possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be
<br /> deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made
<br /> without giving effect to clause (ii) in each such sentence); and/or(f) Lessor may exercise any other right or remedy
<br /> which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity. A
<br /> termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not
<br /> affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or
<br /> Lessee's obligation to pay any indemnities under this Agreement. All remedies of Lessor under this Agreement or at
<br /> law or in equity are cumulative.
<br /> Section 16 of the Master Equity Lease Agreement is amended to read as follows:
<br /> This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified
<br /> by an instrument in writing executed by both parties. Neither party shall by any act, delay, omission or otherwise be
<br /> deemed to have waived any of its rights or remedies under this Agreement and no waiver whatsoever shall be valid
<br /> unless in writing and signed by such party and then only to the extent therein set forth. A waiver by any party of any
<br /> right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy,
<br /> which such party would otherwise have on any future occasion. If any term or provision of this Agreement or any
<br /> application of any such term or provision is invalid or unenforceable, the remainder of this Agreement and any other
<br /> application of such term or provision will not be affected thereby. Giving of all notices under this Agreement will be
<br /> 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
<br /> deposit in the United States mail, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify
<br /> Lessor of any change in Lessee's address. This Agreement may be executed in multiple counterparts (including
<br /> facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease for
<br /> purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each
<br /> Lessee under this Agreement Of more than one)are joint and several.
<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 California (determined without reference to conflict of law
<br /> principles).
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