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<br />24. GOVERNING LAW. This Lease shall be construed in accordance <br />wilh, and governed by, Ihelaws of Ihe sta' 'Ihe Equipment Location. <br /> <br />25. DELIVERY OF RELATED DOCUMENTS. Lessee willexecule or <br />provide. as requested by Lessor, such other documents and information <br />as are reasonably necessary with respect to the transaction <br />conlemplated by Ihis Lease. <br /> <br />26. ENTIRE AGREEMENT; WAIVER. The Lease Documenls <br /> <br />conslitutelhe entire agreement between Ihe parties with respecI to the <br />lease of Ihe Equip 'I, and Ihis Lease shall not be modified, amended, <br />altered. or chan9~ except with the wri"en consent of Lessee and <br />Lessor. Any provision ollhis Lease found 10 be prohibiled by law shall <br />be ineffective 10 Ihe exlenl of such prohibition wilhout invalidating the <br />remainder of this Lease. The waiver by Lessor of any breach by Lessee <br />of any term, covenant or condition hereof shall not operate as a waiver <br />of any subsequent breach thereof. <br /> <br />day of <br /> <br />19~ <br /> <br />IN WITNESS WHEREOF. Ihe parties have executed Ihis Agreemenl as of the <br /> <br />LESSEE: City of Paris. _I'''ri ~ Tpx,,~ <br />. <br /> <br />BY:+MichaeI E-:-" Malone <br /> <br />Tille: X Ci ty Manager <br />/ <br /> <br />LESSOR: Associates Commercial Corporation <br /> <br />By: <br /> <br />OPINION OF COUNSEL <br /> <br />Tille: <br /> <br />Edward F. Pletzke <br />vice President <br /> <br />With respect to that certain EOllinrnent Lease-Purchase Agreement <br />("Lease") dated . , by and belween <br />Lessor and Lessee, I am of Ihe opinion that: (i) Lessee is a lax exempt <br />entity under Section 103 of the Internal Revenue Code of 1986, as <br />amended; (ii) the execution, delivery and performance by Lessee of <br />the Lease have been duly authorized by all necessary action on Ihe <br />part of Lessee; (iIi) Ihe Lease constilutes a legal, valid and binding <br />obllgalion of Lessee enforceable in accordance wilh its terms and all <br />statements contained in Ihe Lease and all relaled instruments are true; <br />(Iv) Ihere are no suils, proceedings or investigalions pending or,to my <br />knowledge, Ihreatened against or affecting Lessee, at law or in equily, <br />or before or by any governmenlal or administrative agency or <br /> <br />instrumentality which, if adversely determined. would have a materiaJ <br />adverse effect on the transaction contemplated in Ihe Lease or the ability <br />of Lessee to perform its obligations under the Lease and Lessee is not <br />in default under any material obligation for the payment of borrowed <br />money. for the deferred purchase price of property or for the payment <br />of any rent under any lease agreement which either individually or In <br />the aggregate would have the same such effect; and (v) all required <br />public bidding procedures regarding the awerd of Ihe Lease have been <br />followed by Lessee and no governmental orders, permissions, consents, <br />approvals or authorizations are required to be obtained and no <br />registrations or declarations are required to be filed in connection with <br />the execution and delivery of the Lease. <br /> <br />Counsel for Lessee: J~tty/ of P"rt!':, P"ri!':, Tpx"s <br /> <br />By: X <br />r <br />Title:~ <br /> <br />I'. <br /> <br />T. K. Haynes <br />r.iry Artorney <br /> <br />Dale: )( <br />,r <br /> <br />825689 Rev. 8-90 <br /> <br />,.. <br />