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DocuSign Envelope ID: 3F0F44D1-0249-418D-A8C6-A7EDC761 CC87
<br /> AMENDMENT TO MASTER WALKAWAY LEASE AGREEMENT
<br /> THIS AMENDMENT("Amendment')dated this day of ly 2017 is attached to, and made a part of,
<br /> the MASTER WALKAWAY LEASE AGREEMENT entered Into on the day of July,2017("Agreement")by and
<br /> between Enterprise FM Trust, a Delaware statutory trust("Lessor)and Orange County. North Carolina ("Lessee").
<br /> This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the
<br /> parties.
<br /> Section 3(e)of the Master Walkaway Lease Agreement is amended to read as follows:
<br /> (e)If Lessee falls to pay any amount due under this Agreement and any such failure shall remain unremedied for ten
<br /> (10)days or to comply with any of the covenants contained in this Agreement,Lessor,Servicer or any other agent of
<br /> Lessor may,at its option with notice to Lessee,pay such amounts or perform such covenants and all sums paid or
<br /> incurred by Lessor in connection therewith will be repayable by Lessee to Lessor upon demand together with interest
<br /> thereon at the Default Rate,
<br /> Section 3(f)of the Master Walkaway Lease Agreement is amended to add the following additional paragraph:
<br /> In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim Involving the
<br /> Vehicle, Lessor will, In good faith, attempt to resolve the Lessee's claims In a manner satisfactory to all parties end
<br /> Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with
<br /> the Vehicle's manufacturer with respect to claims relating to such Vehicle. Notwithstanding the foregoing, the
<br /> Lessee Is not waiving its right to otherwise pursue claims against the Lessor in any manner not inconsistent with the
<br /> provisions of this Agreement,
<br /> Section 9(b)of the Master Walkaway Lease Agreement is amended to read as follows:
<br /> (b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH
<br /> RESPECT TO ANY VEHICLE,INCLUDING,WITHOUT LIMITATION,ANY REPRESENTATION OR WARRANTY AS
<br /> TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING AGREED
<br /> THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE TO THE EXTENT ALLOWED BY NORTH CAROLINA
<br /> LAW. THE VEHICLES ARE LEASED AS IS," WITH ALL FAULTS," All warranties made by any supplier, vendor
<br /> and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee's
<br /> only remedy,if any,is against the supplier,vendor or manufacturer of the Vehicle.
<br /> Section 9(c)of the Master Walkaway Lease Agreement is amended to read as follows:
<br /> (c)Except in the event of the negligence or willful misconduct of Servicer or any other agent of Lessor,to the extent
<br /> allowed by North Carolina law, none of Lessor.Servicer or any other agent of Lessor will be liable to Lessee for any
<br /> liability,claim,loss,damage(direct, incidental or consequential)or expense of any kind or nature,caused directly or
<br /> indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect(latent or patent)In any
<br /> Vehicle or the use or maintenance of any Vehicle or any repair,servicing or adjustment of or to any Vehicle,or any
<br /> delay In providing or failure to provide any Vehicle,or any interruption or loss of service or use of any Vehicle,or any
<br /> loss of business or any damage whatsoever and however caused. In addition,none of Lessor,Servicer or any other
<br /> agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form
<br /> executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in
<br /> delivery of any Vehicle ordered by Lessee, Notwithstanding any provision contain in this Agreement to the contrary,
<br /> Lessee shall not be liable to Lessor for any consequential, incidental, punitive or special damages of any kind
<br /> (including,but not limited to,lost profits)arising out of this Section 9(c).
<br /> In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim involving the
<br /> Vehicle, Lessor will, in good faith,attempt to resolve the Lessee's claims in a manner satisfactory to all parties and
<br /> Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with
<br /> the Vehicle's manufacturer with respect to claims relating to such Vehicle.
<br /> Section 10 of the Master Walkaway Lease Agreement is amended to read as follows:
<br /> To the extent permitted by North Carolina law and without waiving governmental immunity, Lessee assumes and
<br /> agrees to bear the entire risk of loss of,theft of,damage to or destruction of any Vehicle from any cause whatsoever
<br /> ("Casualty Occurrence").In the event of a Casualty Occurrence to a Vehicle,Lessee shall give Lessor prompt notice
<br /> of the Casualty Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working
<br /> order, provided, however, that if the applicable Vehicle Is determined by Lessor to be lost, stolen, destroyed or
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