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Doctsign Envelope lD: 48E9F 947 -2959-4C03-BACD-4D21 E492E44C
<br />(f) lfLesseefailstopayanyamountdueunderthisAgreementortocomplywithanyofthecovenantscontainedinthisAgreement,Lessor,Servicerorany
<br />othei agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be
<br />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 shall be
<br />maOe in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any Casualty 0ccurrence
<br />to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the cause or consequence nor
<br />any breach by Enterprise Fleet Management, lnc. of any maintenance agreement between Enterprise Fleet Management, lnc. and Lessee covering any Vehicle
<br />regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under this Agreement, including, without limitation, the
<br />payment of rent and other amounts under this Agreement.
<br />4. USE AND SURRENDER OF VEHICIES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee
<br />agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances (including without limitation such federal, state
<br />and local laws, statutes, rules, regulations and ordinances governing autonomous vehicles and automated driving systems and any parts, components and
<br />products related thereto) and the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. ln connection with autonomous
<br />vehicles and automated driving systems and the parts, components and products related thereto, Lessee agrees to comply with all applicable guidance and
<br />professional standards issued, released or published by governmental and quasi-governmental agencies, including without limitation the federal guidance for
<br />automated vehicles published by the Department of Transportation and the Federal Automated Vehicle Policy issued by the U.S. Department of Transportation
<br />and the National Highway Traffic Safety Administration. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in
<br />no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed the
<br />manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a "school bus" as defined in the Code of
<br />FederalRegulationsoranyapplicablestateormunicipalstatuteorregulation. LesseeagreesnottoremoveanyVehiclefromthecontinentalUnitedStateswithout
<br />first obtaining Lessor's written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made
<br />pursuant to Section '14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated
<br />by Lessor. lf for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor
<br />additional rent for such Vehicle at twice the normal pro-raied daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with
<br />respect to Lessee's failure to return any Vehicle as required hereunder.
<br />S. COSTS, EXPENSES, FEES AND GHARGES: Lessee agrees to pay all cosis, expenses, fees, charges, fines, tickets, penalties and taxes (other than federal and
<br />state income taxes on the income of Lessor) incurred in connection with the titling, licensing, registration, delivery, purchase, sale, rental, use or operation of
<br />the Vehicles during the Term. lf Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor
<br />for the same.
<br />6. LICENSE AND CHARGES: Each Vehicle will be titled, registered and licensed in the name designated by Lessor at Lessee's expense. Certain other charges
<br />relaiing to lhe acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or
<br />otherwise charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit attributable to any Lessor-
<br />owned vehicle.
<br />7. REGISIRATION PLATES, ETG.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates, permits,
<br />inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee's expense. The
<br />parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of
<br />this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than
<br />the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling, licensing and/or
<br />registration laws of such other state.
<br />8. MAINTENANCE OF AND IMPROVEMENTS TOVEHIGLES:
<br />(a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all
<br />manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required for the
<br />proper operation and maintenance of the Vehicles. Lessee will not make (or cause to be made) any alterations, upgrades, upfitting, additions or improvements
<br />(coilectively, 'Alterations") to any Vehicle which (i) could impact or impair the "motor vehicle safety" (as defined by the Motor Vehicle Safety Act) of the Vehicle,
<br />or (ii) could impact, impair, void or render unenforceable the manufacturer's warranty. Without the prior written consent of Lessor, Lessee will not make (or
<br />cause to be made) any Alterations to any Vehicle which (i) detracts, impairs, damages or alters the Vehicle's nature, purpose, economic value, remaining useful
<br />life, functionality, utility, software or controls, or (ii) subjects the Vehicle or any part or component of such Vehicle to any lien, charge or encumbrance. Any
<br />Alterations of any nature to a Vehicle are made at Lessee's sole cost, risk and liability, including without limitation, any such Alterations approved by, or made
<br />with the assistance or at the direction of Lessor. Any replacement parts added to any Vehicle shall be in at least as good an operating condition as the prior part
<br />before the replacement (assuming such part was, at the time of the replacement, in the condition required by the terms of this Agreement). Any Alterations to a
<br />Vehicle will become and remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4 and shall be free
<br />of any liens, charges or encumbrances; provided, however, Lessor shall have the right at any time to require Lessee to remove any such Alteration at Lessee's
<br />sole cost, expense and liability. ln no event or instance shall the value of any Alterations be regarded as rent. Lessee and Lessor acknowledges and agrees that
<br />Lessor will not be required to make any repairs, replacements or Alterations of any nature or description with respect to any Vehicle, to maintain or repair any
<br />Vehicle or to make any expenditure whatsoever in connection with any such Vehicle(s) or this Agreement.
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