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(m) The Products listed in this Schedule have or will be ordered within six months of the date hereof in order to commence
<br />such Schedule;
<br />(n) The Products listed in this Schedule are expected to be delivered and installed, and the Seller fully paid, within one year
<br />from the date hereof;
<br />(o) No fund or account which secures or otherwise relates to the Rent has been established
<br />(p) Lessee will not sell, encumber or otherwise dispose of any property comprising this Schedule prior to the final maturity
<br />or termination of such Schedule without a written opinion of nationally recognized bond counsel to the effect that any such
<br />disposition will not adversely affect the exclusion of interest on the Rent from gross income for federal income tax purposes;
<br />(q) Lessee agrees to execute, deliver and provide Lessor with satisfactory evidence of the filing of such documentation, as
<br />may be required for the purposes of properly reporting this Schedule, including, without limitation, IRS forms 8038-G or
<br />8038-GC, as required under the Code;
<br />(r) It is expected that Rent under this Schedule will be paid from periodic appropriations of the Lessee deposited into the
<br />general fund of the Lessee, that such appropriations will equal the Rent due during each Fiscal Period of Lessee, and that
<br />all amounts paid for Rent will be from an appropriation made by the Lessee during the Fiscal Period in which such Rent is
<br />made;
<br />(s) To the best of Lessee's knowledge, information and belief, the above expectations are reasonable; and
<br />(t) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103, 141 and 148
<br />thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of the interest components of
<br />Rent from gross income for purposes of federal income taxation.
<br />Without limiting the generality of the foregoing, Lessor hereby gives notice to Lessee that, upon execution of this Schedule
<br />by Lessor, Lessor shall assign all of its right, title and interest in, to and under this Schedule, including all Products and all
<br />payments owing under such Schedule, to Dell Equipment Funding L.P. ("DEF") pursuant to a purchase agreement between
<br />the Lessor and DEF. Lessee hereby acknowledges and consents to such assignment and shall keep, or cause to be kept,
<br />a complete and accurate record of all such assignments in a manner and form necessary to comply with Section 149(a) of
<br />the Code and the Treasury Regulations promulgated thereunder. Lessor hereby directs Lessee to continue to make any
<br />and all payments required to be made under this Schedule directly to Lessor, as servicing agent for DEF, at the same
<br />address to which Lessee is currently making payments unless and until Lessor is directed by DEF to make such payments
<br />to a different address or payee."
<br />TO THE EXTENT PERMITTED BY LAW, AND IN ADDITION TO LESSEE'S OBLIGATION UNDER SECTION 16 OF THE
<br />AGREEMENT AND ANY AMENDMENTS THERETO, LESSEE HEREBY ASSUMES LIABILITY FOR, AND SHALL PAY
<br />WHEN DUE, AND SHALL DEFEND LESSOR AND ITS SUCCESSORS AND ASSIGNS AGAINST, ANY AND ALL
<br />LIABILITIES, LOSSES, DAMAGES, CLAIMS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES)
<br />RELATING TO OR ARISING OUT OF LESSEE'S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, OR
<br />COVENANTS CONTAINED IN SECTION 11 OF THE AGREEMENT AS SUPPLEMENTED HEREIN.
<br />3. SECTION 12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES; LIMITATIONS ON LIABILITY;
<br />FINANCE LEASE.
<br />For purposes of this Schedule, delete "FINANCE LEASE" in the title of this Section and delete the first and last sentences
<br />of paragraph (d).
<br />4. SECTION 17. OWNERSHIP; LIENS AND ENCUMBRANCES; LABELS.
<br />Insert at the end of this paragraph the following: "Notwithstanding the first sentence of this Section, upon Lessee's
<br />acceptance of the Products under this Schedule, title to the Products shall vest in Lessee subject to Lessor's rights under
<br />the Agreement; provided that, upon an Event of Default or any termination of this Schedule, other than by Lessee's purchase
<br />of the Products, title to the Products shall immediately and without any action by either party vest in Lessor, and Lessee
<br />shall immediately surrender possession of the Products to Lessor. Any such transfer of title shall occur automatically without
<br />the necessity of any bill of sale, certificate of title or other instrument of conveyance. Lessee shall, nevertheless, execute
<br />and deliver any such instruments as Lessor may request to evidence such transfer.
<br />Reference: Page 2 of 3
<br />Master Lease Schedule TELP
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