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ATTACHMENT 1
<br /> MASTER EQUITY LEASE AGREEMENT
<br /> This Master Equity Lease Agreement is entered into this first day of August,2014,by and between Enterprise FM Trust,a Delaware statutory trust
<br /> ("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 Lesser.
<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 (H)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)(he., 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 plus(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 retum 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.
<br /> Initials: EFM Cust Page I
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