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<br />WITH THE USE OR PERFORMANCI -, THE EQUIPMENT, THE MAINTENANI THEREOF OR OF ANY SERVICES
<br />PROVIDED HEREIN. Lessee may have nghts under the contract evidencing the purchase of the Equipment. Lessee is advised to
<br />contact the manufacturer of the Equipment for a description of any such rights. Lessor hereby assigns to Lessee during the Lease
<br />Term, so long as no Event of Default has occurred hereunder and is continuing, all warranties, if any, expressed or implied with
<br />respect to the Equipment, running from the manufacturer to Lessor and Lessor authorizes Lessee to obtain the customary services
<br />furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the breach of any such manufacturer's
<br />warranty shall be against the manufacturer of the Equipment, and not against Lessor or its assigns. Lessee expressly acknowledges
<br />that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such
<br />warranties of the manufacturer of the Equipment.
<br />
<br />5, RETURN OF EQUIPMENT. Unless Lessee shall have paid all Lease Payments and other amounts due hereunder or
<br />exercised its option to purchase as provided in Section 20 hereof, upon the expiration or earlier termination of this Lease pursuant
<br />to the terms hereof, Lessee shall, at its sole expense but at Lessor's option, return the Equipment to Lessor in the condition required
<br />by Section 9 hereof at any location in the continental United States designated by Lessor.
<br />
<br />6. NON-APPROPRIATION OF FUNDS, Lessee currently intends to continue the Lease Term through its Termination Date
<br />and to pay'all Lease Payments hereunder. Lessee further currently intends to do all things lawfully within its power to obtain and
<br />maintain funds from which the Lease Payments may be made, including making provision for such payments to the extent
<br />necessary in each annual budget submitted and adopted in accordance with applicable provisions of state law, to have such portion
<br />of the budget approved and to exhaust all available reviews and appeals in the event such portion of the budget is not approved.
<br />Notwithstanding the foregoing, the decision whether or not to budget or appropriate funds is reserved to Lessee's governing body.
<br />If the Lessee shall not budget and appropriate sufficient funds for payment of Lease Payments required hereunder, then the Lessee
<br />may terminate this Lease on the next ensuing Lease Payment Date and the Lessee shall not thereafter be obligated to pay Lease
<br />Payments or other payments required by this Lease. Lessee will immediately notifY Lessor or its assignee in writing of such
<br />termination and this Lease shall terminate on the last day of the fiscal period for which appropriations have been received or made
<br />without penalty or expense to Lessee, except as to Lessee's other obligations and liabilities under this Lease relating to, or accrning
<br />or arising prior to, such termination. Upon such termination, Lessee agrees to peaceably surrender possession of the Equipment to
<br />Lcssor or its assignce on the date of such termination in the manner set forth in Section 5 hereof and Lessor will have all legal and
<br />equitable rights and remedies to take possession of the Equipment. Upon such termination, Lessee shall not be responsible for the
<br />payment of any additional Lease Payments relating thereto coming due in succeeding fiscal periods, but if Lessee has not delivered
<br />possession of the Equipment to Lessor in accordance with Section 5 and conveyed to Lessor or released its interest in the
<br />Equipment within thirty (30) days after such termination, the termination shall nevertheless be effective, but Lessee shall be
<br />responsible for the payment of damages in an amount equal to the amount of the Lease Payments thereafter coming due which are
<br />attributable to the number of days after such thirty (30) day period during which Lessee fails to take such actions and for any other
<br />loss suffered by Lessor as a result of Lessee's failure to take such actions as required.
<br />
<br />7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee hereby represents, covenants and warrants to
<br />Lessor as of the date hereof and at all times during the Lease Term that (i) Lessee is a state or a fully constituted political
<br />subdivision thereof within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or its
<br />obligations hereunder constitute obligations issued on behalf of a state or a political subdivision thereof, and Lessee shall do or
<br />cause to be done all things necessary to preserve and keep in full force and effect its existence and this Lease; (ii) Lessee has full
<br />power and authority under the constitution and laws of the state in which it is located to enter into this Lease and the transactions
<br />contemplated hereby, and to perform all of its obligations hereunder; (iii) each officer of Lessee executing this Lease has been duly
<br />authorized to execute and deliver this Lease by proper action and approval of its governing body at a meeting duly called, regularly
<br />convened and attended by a requisite majority of the members thereof, or by other appropriate official approval; (iv) the execution,
<br />delivery and performance of this Lease and all documents executed in connection herewith, including, without limitation,
<br />Schedules A and B hereto and the Delivery and Acceptance Certificate referred to in Section 3 hereof (this Lease together with all
<br />such documents shall be collectively referred to herein as the "Lease Documents") have been duly authorized by all persons,
<br />governmental bodies and agencies necessary to authorize and approve this Lease; (v) the Lease Documents constitute legal, valid
<br />and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms; (vi) the execution, delivery
<br />and performance of this Lease by Lessee shall not (a) violate any federal, state or local law or ordinance, or any judgment, order,
<br />writ, injunction, decree, rule or regulation of any court or other governmental agency or body applicable to Lessee; or (b) conflict
<br />with or result in the breach or violation of any term or provision of, or constitute a default under, or result in the creation of any
<br />lien, charge, security interest or other encumbrance on any assets of the Lessee or the Equipment pursuant to any note, bond,
<br />mortgage, indenture, agreement, deed of trust, bank loan or credit agreement, lease or other obligation to which Lessee is a party
<br />or by which it or its assets may be bound, except as herein provided; (vii) in authorizing and executing this Lease, Lessee has
<br />complied with all open meeting laws, public bidding requirements and other laws applicable to this Lease and the acquisition by
<br />Lessee of the Equipment; (viii) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
<br />funds for the current fiscal year of the Lessee to make the Lease Payments scheduled to come due during such fiscal year, and such
<br />
<br />TXLease
<br />Rev.06/08/99
<br />
<br />05/04/00
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