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<br />observe any other covenant, condition, 19reement to be performed or observed by ~reunder and such failure is not cured
<br />within twenty (20) days after written nouce thereof by Lessor~ (iii) the discovery by Lessor that any statement, representation, or
<br />warranty made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith was
<br />false, misleading, or erroneous in any material respect: (iv) Lessee becomes insolvent, or is unable to pay its debts as they become
<br />due, or makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator
<br />or liquidator of Lessee or of any of its assets, or a petition for relief is filed by Lessee under any bankruptcy. insolvency,
<br />reorganization or similar laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or similar laws
<br />is filed or instituted against Lessee and is not dismissed or fully stayed within twenty (20) days after the filing or institution
<br />thereof; (v) Lessee fails to make any payment when due or fails to perform or observe any covenant, condition, or agreement to be
<br />performed by it under any other agreement or obligation with Lessor or an affiliate of Lessor and any applicable grace period or
<br />notice with respect thereto shall have elapsed or been given; or (vi) an attachment, levy or execution is threatened or levied upon
<br />or against the Equipment.
<br />
<br />19. REMEDIES. Upon the occurrence of any Event of Default, and as long as such Event of Default is continuing, Lessor
<br />may, at its option, exercise anyone or more of the following remedies: (i) by written notice to Lessee, declare an amount equal to
<br />all Lease Payments and all other amounts then due under the Lease, and the Concluding Payment due on the next Lease Payment
<br />Date, to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to
<br />Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the
<br />manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take
<br />immediate possession of and remove the same, without liability for such entry or for damage to property or otherwise, (iii) sell or
<br />lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other payments due
<br />to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other
<br />amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts otherwise payable by
<br />Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the
<br />state where the Equipment is then located or any other applicable law or proceed by appropriate court action to enforce the terms
<br />of this Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In
<br />addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and
<br />expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other
<br />remedy available to Lessor.
<br />
<br />20. PREPAYMENT OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no Event of
<br />Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have
<br />the right to purchase the Equipment prior to the Termination Date on any Lease Payment Date set forth in Schedule B by paying to
<br />Lessor, on such date, the Concluding Payment as set forth in Schedule B. Upon satisfaction by Lessee of such purchase conditions,
<br />Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY,
<br />EXPRESS OR IMPLIED, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor.
<br />
<br />21. TAX ASSUMPTION; COVENANTS. Lessee hereby covenants with respect to this Lease that (i) neither the payment of
<br />the Lease Payments hereunder nor any portion thereof is secured by any interest in property used or to be used in a trade or
<br />business of a non-exempt person (within the meaning of Section 103 of the Code) or in payments with respect to such property or
<br />is derived from payments with respect to property, or borrowed money, used or to be used in a trade or business of a non-exempt
<br />person (within the meaning of Section 103 of the Code): (ii) no portion of the Equipment will be used directly or indirectly in any
<br />trade or business carried on by any non-exempt person (within the meaning of Section 103 of the Code): (iii) it will not take any
<br />action or permit or suffer any action to be taken or condition to exist if the result of such action or condition would be to cause its
<br />obligation to make Lease Payments to be guaranteed, directly or indirectly, in whole or in part, by the United States or by any
<br />agency or instrumentality thereof; (iv) it will neither take any action (including, without limitation, entering into any lease,
<br />sublease, output contract, management contract, take-or-pay contract or other arrangement) nor omit to take any action if the result
<br />of such action or omission would be to cause the interest portion of each Lease Payment to become includable in the income of
<br />Lessor for purposes of federal, state or local income tax; (v) it will provide (or cause to be provided) to Lessor such other
<br />information as Lessor may reasonably request from Lessee to enable Lessor to fulfill tax filing, audit and litigation obligations,
<br />including, but not limited to, federal and state income tax filing obligations; (vi) it will timely file a statement with respect to this
<br />Lease in the form required by Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"); and (vii) neither
<br />take any action or omit to take any action if the result of such action or omission would be to cause this Lease to be an "arbitrage
<br />bond" within the meaning of Section 148 of the Code. If this Lease is accompanied by an Addendum for Escrow Funding, Lessee
<br />will execute and deliver to Lessor an Arbitrage Certificate (in the form provided by Lessor).
<br />
<br />If Lessor receives notice, in any form, from the Internal Revenue Service or it is determined based on an opinion of independent
<br />tax counsel selected by Lessor and approved by Lessee, which approval shall not be unreasonably withheld, that the interest
<br />portion of any Lease Payment is includable in the income of Lessor for purposes of federal, state or local income tax, Lessee, at its
<br />
<br />TXLease
<br />Rev.06/08/99
<br />
<br />05/04/00
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<br />1:01 PM
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