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<br />f. If the Equipment or any portion thereof is to be located at a location that is not owned by Lessee or that is
<br />owned by Lessee but is subject to a mortgage or deed of trust in favor of a beneficiary other than Lessor, a landlord/lienholder's
<br />acknowledgment and waiver duly executed by the landlord/lienholder thereof;
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<br />g. Duly executed and completed UCC-l Financing Statement(s) that describes the Equipment; and
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<br />h. Such other documents and instruments as Lessor shall in its sole discretion require, which may include, but
<br />shall not be limited to, an opinion of legal counsel to Lessee acceptable to Lessor as to such matters as Lessor shall require.
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<br />If Lessee shall fail or refuse to satisfy all of the conditions precedent set forth herein and in the Equipment Schedule
<br />and to the extent permitted by law, then (a) Lessor may, at its option, terminate the lease of the Equipment to Lessee under this
<br />Lease; and (b) if such lease is terminated by Lessor, then, without further act (i) Lessee will thereupon be assigned all rights and
<br />I assume all obligations as purchaser of such Equipment and shall indemnifY and hold Lessor harmless from and against any
<br />all claims of the manufacturer, vendor, transporter or any other person in connection with the purchase, delivery and failure
<br />l. ~~fusal to accept such Equipment, (ii) Lessee shall have all rights as the purchaser of such Equipment and be entitled to pursue
<br />any and all remedies that may be available against the manufacturer, vendor, transporter or any other person for any failure or
<br />breach in connection with the manufacture, shipment and delivery of the Equipment, and (iii) if Lessee shall fail or refuse to accept
<br />delivery of the Equipment even though such Equipment is in good order and in substantial conformance with any applicable
<br />purchase order, Lessee shall be liable to Lessor for, and shall indemnifY Lessor against, all direct and consequential damages and/or
<br />costs incurred by Lessor in connection with such failure or refusal.
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<br />4. TERM, RENT AND EARLY TERMINATION. The term of this Lease, and the respective rental amounts, divided
<br />into principal and interest components, and the payment dates, are set forth in the Equipment Schedule. Overdue installments shall
<br />bear interest at the lesser of (a) a rate of interest equal to the prime rate announced by Houston Community Bank, N.A. from time
<br />to time plus five percent (5%) which rate shall change when and as such prime rate changes or (b) the maximum lawful rate
<br />allowable by law (the "Overdue Rate") and shall be due and payable immediately without notice for each installment of rent not
<br />paid when due and payable. The Overdue Rate shall in no event exceed fifteen percent (15%) per annum.
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<br />Notwithstanding anything contained in this Lease to the contrary, all the financial obligations of the Lessee pursuant
<br />to this Lease are subject to appropriations for each budget year during the term of this contract. In the event no funds or insufiicient
<br />funds are appropriated or budgeted for the intended use of the Equipment, the Lease Payments due under this Lease, or any other
<br />financial obligation of Lessee pursuant to the Lease, then, the Lessee will immediately notify the Lessor or its assignee of such
<br />occurrence and this Lease shall terminate on the last day of the fiscal period for which appropriations were received, except as to
<br />the portions of Lease Payments herein agreed upon for which funds shall have been so appropriated and budgeted.
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<br />To the extent permitted by law, Lessee may not terminate the Lease in order to purchase, rent or lease property
<br />r orming functions similar to those performed by the Equipment, and agrees not to permit functions similar to those performed
<br />t ugh the use of the Equipment to be performed by its own employees or by any agency or entity affiliated with or hired by
<br />Lessee.
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<br />5. RENTAL PAYMENTS. Lessee's obligation to make installment payments hereunder for each fiscal year for the term
<br />. of this municipal lease shall be absolute and unconditional and shall not be subject to any contractual defenses, offsets,
<br />counterclaims, or withholdings based upon disputes or claims that Lessee may have against Lessor, whether arising under this
<br />Lease or otherwise.
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<br />A portion of each rental payment hereunder is paid as, and represents payment of, interest, and Schedule B of
<br />Exhibit "A" hereto sets forth the interest component of each rental payment.
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<br />6. OWNERSHIP; GRANT OF SECURITY INTEREST. The Equipment shall be registered in the name of Lessee and,
<br />if applicable, title thereto shall be evidenced by a certificate(s) of title, or such other instrument( s) as may be required by or utilized
<br />under the laws of the State (as hereinafter defined) to demonstrate ownership (the "Certificate(s)"). Such Certificate(s) shall be
<br />held at all times during the term of this Lease by Lessor and shall expressly state thereon (a) that Lessor holds a lien on the
<br />Equipment, (b) that Lessee's possession of the Equipment is subject to this Lease, and (c) any other information required by
<br />applicable law and that may be necessary or convenient, as determined by Lessor, to establish Lessor's rights, title and interest as
<br />the first secured lienholder of the Equipment. With respect to replacement parts, additions, modifications, repairs and accessories
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