1991-027-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on September 24, 1990,

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23. Tax Exemption. Lessee certifies thlt it does reasonlbly anticipate that not mo~ than $10,000.000 of "qualified tu- exempt obligationa" (as that teDn is defmed in Scctim 265 (b) 3 (0) of the Internal Revenue Code of 1986 (the "Code") will be iDued by it and any suboIdinate entities during 1991. Further, Les.ce will, by n:ao1ution, designate this iuue II compri.ling I portion of the $10 million in Iggregate issues to be dc:mgnatcd II "qualified tu exempt obligations" eligible for the exception contained in Section 265 (b) 3 (0) of the Code Illowing for an Cltception to the general rule of the Code which provides for. total disallOWlfiCe of a deduction for interest expense allocable to thc carrying of tax exempt obligltions. 24. Miscellaneous. (I) Lessee shall, whenever rcqucatcd, advise Leuor of the exact locltion and condition of the Property and shall give the Lcasor immediate notice of Iny Ittachmmt or other judicia.l proceu affecting the Property, and indemnify and save LeuOl" hannleu from any Iou or damlge caused. ~by. Lessor may, for the purpose of inspection, at all realJOll.able times enter upon any job, building or place whe~ the Property and the books and record. of the Lessee with respect therctoarelocatcd. (b) Letsee will take no action that would cause the interCltporticn of the Lease Plyments to become includible in gross income of the recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the "Code") and Treasury Regulations promulglted thereunder (the "Regulations"), and Lessee will take Ind will cause its officers, employees Ind agents to take all affumative actionJ lqc;ally within its powernccessary to ensure that the intc.rcst portioo of the Lease Plymmts does not become includible in g:rou income of the recipient for federal income tax putpoIe!l under the Code Ind Regulations. (c) Lcsaee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the intereSt paYlble pursuant to this Agmcment (as incorporated within the schedule of payments) is not excludable from income in accordance with the Intcma.l Revenue Code of 1986, ... amended, such as to make Lessor and its ISligns whole. (d) Time is of the essence. No covenant or obligltiau hereunder to be performed by Lessee may be waived except by the written consent of Lessor, Ind a waiver of any such covenant or obligation or I forbearance to invoke any remedy on any occasion shlU not coo.stitute or be treated as a wliver of such covenant or obligluoo II to any other occasion Ind shall not preclude Lessor from invoking such remedy It any later time prior to the Lessee's cure of the condition giving rise to such remedy. Lessor.s rights hereunder lI,Rl c:umulll,tive Ind not altc:mativc. (e) 1bis Agreement shll,U be consuued in accordance with, and governed by, the laws of the State in which the Property is located. (f) T1W: Agreement constitutc5 the entire agreement between the parties and shall not be modified, waived, discharged, tenninated, lmended, altered or changed in any respect. except by a written document signed by both Lessor and Lessee. (g) Any tcnn or provision of this Agroement found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unc:nforceability without, to the extent reasonably possible, invalidlting the temainder of this Agra:me:nt. (h) lbc Lessor hereunder shall have the right It any time or times, by notice to Lessee, to designate or appoint any penon or entity to ICt as agent or tt\.iStee for Lcuor for any purposes hereunder. (i) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change occurring in or to the Property, of a change in Lessee's addresa, or in any flct or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default OCCUIS. (j) Use of the neuter gender hCIein is for purposes of convenience only and shall be deemed to mean and include the masculine or feminine geitder whenever and wherever Ippropriate. (k) The ClptiOns set forth hcrc.in are for convenience of :refCIaloce only and shall not define or limit any of the tcnns or provisions hereof. 0) Except as otherwise provided helein, this Agrccmcnt ahall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, succcssors and lS5igns, where permitted by this Agreement. INWTINESSWHEREOF,theplrtieshavcexccutedthisAgreemcnt"ofthJ~~~~~~uary _ 1991 LESSOR: CONSOUDATED FINANCIAL RESOURCES, INe. Route 4 Box 2A P.O. Box 962 Grec:nville. Teul 75401 LESSEE: CITY OF PARIS 13SS.E.lst Paris, Texas 75460 BY, BY'''. Michael Malone, City Manager ATI'EST, AlTEST: 'I.. Mattie Cunningham, City Clerk MUNICIPAL LEASE-PURCHASE AGREEMENT PAGE 4