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<br />RESPECT TO 11IE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY
<br />WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY
<br />FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
<br />EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the
<br />Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item
<br />of Equipment for any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to
<br />the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor.
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<br />8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided,
<br />however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereof, or (ii) in the event
<br />that the purchase option, if any, has not been exercised prior to the expiration date thereof, title will immediately vest in
<br />Lessor or its assignee. For as long as title to the Equipment Vests in Lessee, Lessee atits expense shall protect and defend
<br />the title and keep it free of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or
<br />arising through Lessor. The Equipment shall remain personal property regardless of its attachment to realty, and Lessee
<br />agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any interest in the
<br />Equipment as a result of its attachment to realty.
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<br />9. SECURITY AGREEMENT; FURTIIER ASSURANCES. To secure the performance of all Lessee's obligations
<br />hereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions,
<br />attachments, repairs, replacements. and modifications thereto or therefore, and on any proceeds therefrom. Lessee agrees to
<br />execute or deliver such additional documents, including, without limitation, financing statements, opinions of counsel,
<br />notices and similar instruments, in fonn satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and
<br />maintain its security interest in the Equipment or for the confirmation or perfection of this Lease and Lessor's rights
<br />hereunder provided that the terms and provisions of any such document are teasonable and the document is reasonably
<br />reqnested; and provided further that the execution of any such document shall be subject to the discretion and judgement of
<br />the officers and governing body of the Lessee.
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<br />10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall
<br />promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter
<br />imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however,
<br />any taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file all tax returns
<br />relating to taxes for which Lessee is responsible hereunder which Lessee is permitted to file under the laws of the applicable
<br />taxing jurisdiction. Notwithstanding anything to the contrary in this Master Lease, the Lessee and Lessor agree the
<br />Equipment is exempt from taxation in. accordance with Texas law, and that Lessee or Lessor shall have the full right to
<br />administratively or judicially challenge any tax or assessment levied or attempted to be levied on the Equipment. Save and
<br />except to the extent necessary to pay any tax or assessment to protect the property and security interests of the Lessee and
<br />Lessor, the Lessee may, in its sole discretion, elect not to pay any tax or assessment until such time as the tax or assessment
<br />is determined to be due' and owing on the Equipment by a final judgement issued by a court of competent jurisdiction.
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<br />11. INDEMNITY. To the extent allowed by law, Lessee hereby indemnifies and agrees to save Lessor harmless from any
<br />and all liability and expense arising out of the ordering, ownership, use, condition or operation of each item of Equipment
<br />during the term of this Lease, including liability for death or injmy to persons, damage to property, strict liability under the
<br />laws or judicial decisions of any state or the United States, and legal expenses in defending any claim brought to enforce any
<br />such liability or expense, but excluding any liability for which Lessee is not responsible under Section 10.
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<br />12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise
<br />encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove
<br />the Equipment from its location referred to above. Lessor may assign its interest in this Lease and the equipment without
<br />Lessee's consent.
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<br />13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours.
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<br />14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will
<br />maintain the Equipment in good repair, condition and working order and will furnish all parts and services required
<br />therefore, all at its expense. All such parts when furnished shall immediately become the property of Lessor and part of the
<br />Equipment for all purposes hereof.
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