2000-071-RES AUTHORIZING THE EXECUTION OF A LEASE

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option, shall either (i) pay the Concludi 'ayment as provided in Section 20 hereof am' ninate the Lease or (ii) within 30 days after notice from Lessor, pay Lessor an a.nount which will restore to Lessor its after-tax yIeld as contemplated by this transaction from the date that the interest portion became taxable through the date of such additional rental payment and will further pay additional rent to Lessor on each succeeding Lease Payment Date in such amount as will maintain Lessor's after-tax yield as contemplated by this transaction. 22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing. 23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location. 25. DELNERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and infonnation as are reasonably necessary with respect to the transaction contemplated by this Lease. 26. ENTIRE AGREEMENT; WANER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment and shall not be contradicted by any oral representations made prior to, contemporaneously with or subsequent to the date hereof nor do any oral agreements presently exist between the parties which have not been reduced to writing. This Lease shall not be modified, amended, altered, or changed except with the wrillen consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Lease. Lease Date: May 5, 2000 LESSEE: City of Paris, TX LESSOR: Associates Commercial Corporation BY:}::' By: Michael E. Malone Title: X City Manager Date: X May Title: 16, 2000 Date: TXLease Rev.06/08/99 05104/00 1:01 PM 6