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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 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) 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) 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 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 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 indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative. 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 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 Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee,pledgee or transferee of any rights 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 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 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 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 assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever,or to any defense,setoff,counterclaim or recoupment whatsoever,whether by reason of any damage 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 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 or to any other person or entity,or for any other reason. Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this 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 interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession of any Vehicle(except for the sole purpose of repair or service of such Vehicle)without the prior written consent of Lessor. 16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an 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 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 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, 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 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 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 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, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Agreement may be executed in multiple counterparts(including facsimile and pdf counterparts), but the counterpart marked"ORIGINAL"by Lessor will be the original lease for purposes of applicable law. All of the representations,warranties, covenants, agreements and obligations of each Lessee under this Agreement(if more than one)are joint and several. 17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15,this Agreement will be binding upon Lessee and its heirs,executors,personal representatives,successors and assigns,and will inure to the benefit of Lessor,Servicer,any other agent of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri (determined without reference to conflict of law principles). 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 indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization,arrangement, 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 this Section 18 shall survive termination of this Master Equity Lease Agreement. 19. NON-APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor acknowledges that Lessee is a municipal corporation,is precluded by the County or State Constitution and other laws from entering into obligations that financially bind future governing bodies,and that,therefore,nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or State to appropriate funds for purposes of this Agreement. Accordingly,the parties agree that the lease terms within this Agreement or any Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such 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 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 open used car market prior to the end of the scheduled term(as determined in Section 3 and Section 14 of this Agreement). IN WITNESS WHEREOF,Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written. LESSEE: City of Pleasanton LESSOR: Enterprise FM Trust By: Enterprise Fleet Management,Inc.,its attorney in fact By: By: Brynn Searson Title: Title: Regional Sales Manager Address: 3333 Busch Road Address: 2950 Merced Street Pleasanton,CA 94557 Suite 100 San Leandro,CA 94557 Date Signed: Date Signed Initials: EFM Cost Page 4