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FLEET MANAGEMENT <br />AMENDMENT TO MASTER EQUITY LEASE AGREEMENT <br />THIS AMENDMENT ("Amendment") dated this _ day of November, 2019 is attached to, and made a <br />part of, the MASTER EQUITY LEASE AGREEMENT entered into on the day of November, 2019 <br />("Agreement") by and between Enterprise FM Trust. a Delaware statutory trust ("Lessor") and City of North Olmsted <br />("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby <br />acknowledged by the parties. <br />Section 12 of the Master Equity Lease Agreement is amended to read as follows: <br />RESPONSIBILITY: To the extent permitted by state law, Lessee shall be responsible for any and all losses that <br />Lessor incurs, or claims, demands, or rights of action that may be asserted at any time against Lessor, which arise <br />as a result of (i) Lessee's breach of this Agreement; (ii) the use, operation or condition of any of the Vehicles, or (iii) <br />Lessee's lease of the Vehicles pursuant to this Agreement. . The provisions of this Section 12 shall survive any <br />expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and <br />immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity <br />afforded to Lessee pursuant to the Ohio law. <br />All references in the Agreement and in the various Schedules and addenda to the Agreement and any other <br />references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the <br />extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations <br />and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby <br />ratified and confirmed. <br />IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease <br />Agreement as of the day and year first above written. <br />City of North Olmsted (Lessee) <br />Ti <br />Enterprise FM Trust (Lessor) <br />By: Enterprise Fleet Management, Inc., its attorney in fact <br />By <br />Title: <br />