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which complies with Japan motor vehicle safety standards and is sold to consumers in <br />Japan. The Vehicle is not certified to comply with the Federal Motor Vehicles Safety <br />Standards and MMI?IA makes no representation or warranty as to their compliance or <br />safety, other than as set forth above. Company agrees that it will have responsibility for <br />the selection of persons driving and handling the Vehicle and responsibility for <br />explaining to the drivers and handlers of the Vehicle that it is a prototype test vehicle <br />which is not certified under the Federal Motor Vehicles Safety Standards. <br />9. Return of Vehicle. Company shall return the Vehicle in the same condition as <br />received, ordinary wear and tear excepted, at the same location where delivery was taken, <br />upon the expiration of the Vehicle Use 't'erm or sooner upon demand of MMNA. <br />MMNA. reserves the right to repossess the Vehicle at any time without demand at <br />Company's expense if the Vehicle is in violation of the terms and conditions of this <br />Agreement or if the Vehicle is not timely returned as provided herein. In the event of loss <br />or damage to the Vehicle prior to return, and not the result of MMNA manufacture or <br />maintenance, Company shall pay to MMNA on demand the amount of all resulting loss <br />or expense. <br />10. Notices. Except as otherwise provided hereunder, notices shall be deemed as <br />given when mailed by first class mail, postage paid, to the addresses of MMNA and <br />Company as contained in this Agreement. All such notices shall be directed for MMNA <br />to the Manager Fleet Sales, with a copy to MMNA's Legal Department. Notice to City <br />shall be directed to Finance and Management Services, Fleet Division, 220 S. Daisy <br />Avenue, Santa Ana; CA, 92703 <br />I1. Governing Law. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California. <br />12. No Implied Waivers. The failure of either party to require any performance <br />hereunder shall not affect the right to require such performance at any time thereafter. <br />The waiver by either party of any rights upon a breach of this Agreement shall not <br />constitute a? waiver of those rights upon any subsequent breach. The election by either <br />party of a particular remedy shall not be exclusive of any other remedy, and all rights and <br />remedies of the parties shall be cumulative. <br />13. Assignment. Company agrees not to assign, transfer, pledge or encumber <br />this Agreement or any of its rights hereunder or any of MMNA's rights to the Vehicle and <br />any such attempt will be void. <br />14. Amendment and Modification. No amendment or modification of this <br />Agreement shall be binding unless executed in writing by the party to be bound thereby. <br />15. Entire Agreement. This Agreement, including any exhibit attached hereto, <br />constitutes the complete and exclusive statement of the agreement between the parties, <br />and supersedes all prior representations, understandings, and communications, oral and <br />written, between the parties relating to the subject matter thereof. <br />Santa Ana Borrowed Vehicle Agreementii.doc