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<br />AUG 6 '93 16:48 FROM COMM LNDG-MUNICIPAL~2 PAGE.006
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<br />or an lJVOf'I\ which with notice or lapse of time, or' '1'1, could beCOme 22. NOllCES, All r . -...s to be given under this Lease SIlaII be
<br />,In Event of Delautt, then existing, Lessee w. ~e the right to made in wrning and m, j by cert~ied mail, return receipt requested.
<br />purcl1llS8 the Equipment on arry Lease payment date set forth in to the other party at ~s address set fonh herein or at such address a:s
<br />Schedule A llerVlo by paying to Lessor, on such date, the Lease the party may provide in wrlling from time to time. Arri such notice
<br />Payment then dUe together with the Concluding Payment amount set shall be deemed to have been received five days' subsequent to
<br />forth in Schedule A opposne such dale. Upon satisfaction by LeS$ge mailing.
<br />of such purchase condllions, Lessor wiD transfer atr1 and all of its
<br />righi, title and inteteSl In the Equipmenlto Lessee as is, wllhoul
<br />warranty, ,express or implied, excepllGSSOr win warrant that the
<br />Equipment is free and clear of atr'f liens created by Lessor,
<br />.,
<br />21. TAX ASSUMPTION: COVENANTS. ll1e'parties assume that
<br />lessor can exclude from Federal gross Income the interest portion of
<br />"~cl. L.1s$6 Payment set forth itI Schedule A under tho oolumn
<br />e&ptioned 'Interlllll PQt1ion.'
<br />lessee covenants that tt will (i) register this Lease and transfers
<br />thereof In acc:ordanCe with section 149(a) of the Code and the
<br />regulations thereurider, QQ timely file a stalement with respect to this
<br />Lease in the requirSd form in,ac;eordance with section 149(e) of the
<br />Code, (ii9 nol permtt the property financed by this Lease to be
<br />directly or Indirectly used for a private business use wllhln the mean-
<br />ing of sectiqn141'ofthe COde, (Iv) noItake any lICliOn which resuns,
<br />directly or indirectJy. In the Interest portion of any Lease-Payment not
<br />being excludable fr!,m Federal gross Income pursuant to section 103
<br />of the Code and:M1I take any reasonable action necessary to prevent
<br />such resun, and (v). not take any actIOn which rll$UitS In this Lease
<br />becoming, and will take any reasonabklllC:llon to prevent this Lease
<br />trom oecom.ng (1lJ' an arbitritge obllgatlon w1thln ti.I< . ""'" ,illY \.If
<br />section 148 of the Code or (b) federally guaranteed wnhin the mean.
<br />ing 01 section 149 of the Code. Notwil/1$landlng the earlier termina-
<br />tion or expirlllion of, this Leese, the obllgatiQrtC provIdod for in this
<br />Section 21 shall suNiVe such earlier termli1atiOn O( expiration. '
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<br />23. SECTlON HEADINGS, All section headings contained herein
<br />are for the convenience of reference only and are not intended to
<br />define or Iimll the scope of any provision of this Lease.
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<br />24. GOVERNING IJI\W. This I.ea.e shall be constnJed in accor-
<br />dance with, and governed by. the laws of the stale of the Equipment
<br />Location.
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<br />25. DEUVERY OF RELATED DOCUMENTS. Lessee will execute or
<br />provide, as requested by Lessor, such other documents and informa-
<br />tion as are reasonably necessary with respect to the transaction
<br />contemplated by this Lease.
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<br />26. ENTIRE AGREEMENT; wAIVER. The Lease Documents
<br />const~ule the emlre agreement between the parties wllh respect to
<br />the lease of the Equipment, and this Lease shall not be modified,
<br />amended, anered. or changed except wnh the written consent of
<br />Lessee and Lessor. Any provision of this Lease found to be proIllbll-
<br />ed by law shall be ineffective to the exteot' of such prohibllion wllhoUl
<br />invalidating the remainder of this Lease. The waiver by Lessor of any
<br />blotlach by Lessee of any term. eovenant Of cond~ion hereof shall not
<br />ope rete as a waiver of any subsequent breach thereof.
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<br />,1993
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<br />IN WITNESS WHEREOF, the parties have executed this 'Agreement as of the day of
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<br />Less...: SAMPLE DOCUMENTS ONLY
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<br />By:
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<br />Trtle:
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<br />'~.:'~ .
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<br />Lessor: Fold Molar Cr1ldlt Company
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<br />~
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<br />By:
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<br />K A (:aIlsoo
<br />Manager, Marketing and $aleS
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<br />Tille:
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<br />OPINION OF COUNSEL
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<br />Wllhf9$pect to that certain Equipment Lease-Purcrn.se Agreement ('Lease') dated , 1993 by and between Lessor and Lessee,
<br />I am of the opiniO(l thai: (i)-Lessee'is a tax exempt entity under Section 103 of the Internal Revenue Code of 1966, as amended; (i) the
<br />execution, derlV8lY:and P!'rformance by Lessee of the Lease have been duly authorfzed by all necessary action on lbe part of Lessee; (lia) the
<br />Lease constllultls l! legal, valid and binding obligation of Lessee enforceable in aocordance wtth liS terms and all statements contained in the
<br />Lease and all related 1n6lruments are true; (IV) the UnWorm Commercial Code of the state where the Equipment is located and/or the certificate
<br />or title laWS 01 $Uc!'t'StatewlII govern the method of perfecting lessor's security Interest in the Equipment; (v) there are no suns; proceecrmgs
<br />or inveostlgallons peildif1g or, to my knowledge, threatened against or affecting Lessee, at law or In equity, or before or by any governmental or
<br />aominlstrlllive agency or InsIlVmenta1lly which, W adversely determined, would have a material adverse effect on the transaction contemplated
<br />in the Le_ or,the ability of Lessee to perform itS obligations under the Lease and Lessee Is not in defau~ under any material QbIigalion for the
<br />paymunt of borrowed money, for thll deferred purchase price of property or for the payment of any rent under any lease agreement which either
<br />Inoividually or In the aggregate woUld hl!Ve the same such effect; and (vi) all ~uired public bidding procedures regarding the awP.td of the
<br />lease have been followed I:1f Lessee and no governmental orders, permissions, consents, approvals or euthorizations are requir8d to be
<br />obtained and no registrations or declarations are required to be filed in connection wllh the execution and delivery of the Lease.
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<br />Attorney for I.easee
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