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If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher
<br /> insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other
<br /> person or entity designated by Lessor as additional insureds and loss payees,as their respective interests may appear. Further, each such insurance policy
<br /> must provide the following: (i)that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other
<br /> person or entity designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii)that no act or
<br /> default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or
<br /> assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and (Hi)that the coverage is "primary
<br /> coverage"for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other
<br /> coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks.
<br /> Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor
<br /> as additional insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by
<br /> Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee's attorney-in-fact to
<br /> receive payment of,to endorse all checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if
<br /> Lessee fails to do so. Any expense of Lessor,Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee.
<br /> Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers In the
<br /> investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for
<br /> death, personal injury or property damage resulting from the ownership,maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of
<br /> such action or claim and forward to Lessor a copy of every demand,notice,summons or other process received in connection with such claim or action.
<br /> (b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor
<br /> agrees that(A) Lessee will not be required to obtain or maintain the minimum physical damage insurance(collision and comprehensive)required under
<br /> Section 11(a)for the Vehicle(s)covered by such Schedule and(B) Lessor will assume the risk of physical damage(collision and comprehensive)to the
<br /> Vehicle(s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable
<br /> and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts,
<br /> accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property
<br /> and/or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may,at its option,replace,
<br /> rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the "Vehicle"for purposes of this
<br /> Agreement; and(ii)if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment,Lessor agrees that it will, at its expense,
<br /> obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an
<br /> insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance
<br /> required under Section 11(a)for the Vehicle(s)covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation
<br /> to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial
<br /> automobile liability enrollment upon giving Lessee at least ten(10)days prior written notice. Upon such cancellation,insurance in the minimum amounts
<br /> as set forth in 11(a)shall be obtained and maintained by Lessee at Lessee's expense. An adjustment will be made in monthly rental charges payable by
<br /> Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten(10)days after mailing of
<br /> the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or commercial
<br /> automobile liability enrollment upon giving Lessee at least thirty(30)days prior written notice.
<br /> 12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their
<br /> respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including,
<br /> without limitation, reasonable attorneys'fees and expenses)which Lessor,Servicer,any other agent of Lessor or any of their respective successors or
<br /> assigns may incur by reason of Lessee's breach or violation of,or failure to observe or perform,any term,provision or covenant of this Agreement,or as
<br /> a result of any loss,damage,theft or destruction of any Vehicle or related to or arising out of or in connection with the use,operation or condition of any
<br /> Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the
<br /> rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to
<br /> Lessee pursuant to the law.
<br /> 13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all
<br /> inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their
<br /> respective successors or assigns will have the right to inspect any Vehicle at any reasonable time(s)during the Term and for this purpose to enter into or
<br /> upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to
<br /> provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure to
<br /> complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor
<br /> such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request.
<br /> 14. DEFAULT; REMEDIES: The following shall constitute events of default("Events of Default")by Lessee under this Agreement: (a)if Lessee fails to
<br /> pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten(10)days; (b)if Lessee fails to
<br /> perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c)if Lessee fails to perform, keep or observe any
<br /> other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice
<br /> thereof is given by Lessor,Servicer or any other agent of Lessor to Lessee; (d)any seizure or confiscation of any Vehicle or any other act(other than a
<br /> Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of
<br /> Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be
<br /> declared to be null and void by a court of competent jurisdiction,or if the validity or enforceability of any such guaranty shall be contested or denied by any
<br /> guarantor,or if any guarantor shall deny that it,he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply
<br /> with or observe any of the terms,provisions or conditions contained in any such guaranty; (f)the occurrence of a material adverse change in the financial
<br /> condition or business of Lessee or any guarantor; or(g)if Lessee or any guarantor is in default under or fails to comply with any other present or future
<br /> agreement with or in favor of Lessor, The Crawford Group, Inc. or any direct or indirect subsidiary of The Crawford Group, Inc.. For purposes of this
<br /> Section 14,the term"guarantor"shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement.
<br /> Upon the occurrence of any Event of Default, Lessor,without notice to Lessee,will have the right to exercise concurrently or separately(and without any
<br /> election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the
<br /> Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to
<br /> Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors
<br /> shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b)Lessor may enforce
<br /> performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any
<br /> other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including,to the extent permitted by applicable law,
<br /> all costs and expenses, including court costs and reasonable attorneys'fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or
<br /> any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement(whether or not litigation is
<br /> commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights
<br /> Initials: EFM Cust Page 3
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