1985-085-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on August 27, 1984 approve the

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,'-,' ,.'~' " .,,~-'~.','.- "''-', . .....,.,.,,~..,...,,~-c,...,.;.~..,.,' '''-: ~..,.~,,--_~,. ~ , interest in the Equipment to Lessee as is without warranty express or implieli, exeept that Lessor will WIll'I'Hnt to Lessee that the Equipmcnt is fr'cc Hnd dcaI' of any liens created by Lessor. 18. ASSIGNMENT AND REGISTRATION REQUIREMENTS. Without Lessor's prior written consent, Lessee will not either: (j) assign, transfer, pledge, hypothecate, grant any seeurity interest in or otherwise dispose of this Lease or thll Equipment 0" "ny interest in this Lease or the Equipment or OJ) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor [TlHY assi;;n its rights, title and interest in and to this Lease, the Equipment and any other documents executed with respcct to this Lease and/or grant or ,}ssign a security interest in this Lease and the Equipment, in whole or in part. Any sHch assignees shall have all ofche , rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors Hnd ::lssigns of the parties hereto. No assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee sl1ELll have received a duplicate original counterpart of the document by which the assignment or reassignment is made, disclosing the name and address of ench such assignee; however, if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter' be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Leasee shall have been advised that such agency agreement is no longer in effeet. During tile Lease Term, Lessee slJall keep a complete and accurate record of nil such assignments in form necessary to comply with the United States Internal Revenue Code, Section \ O:l(j), llnd the regulations, propose(j or existing, from time to time promulgated thereunder. 19. EVENTS OF DEFAULT. The term "Event of Default", as Ilsed herein, means the occurrencc of anyone or more 01' the following events: (a) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cur'ed within twenty (20) days after written notice thereof by Lessor; or (c) The discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hel'eto or in connection herewith is false, misleading or erroneous in any material respect. 20. REMEDIES. Upon the occurrence of an Event of Default and as long as such Event of Default is continuinL~, Lessor may, at its options, exercise anyone or more of the following remedies: (a) By written notice to Lessee, declare an amount eCjual to all amounts then due under this Lease and all remaining Lease Payments due during the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable; (b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it will), Ilt Lessee's expense, promptly return the Equipment to Lessor in tile manner set forth in Section 4 hercol'; Lessor, at its option, may enter upon tile premises where the Equipment is located and take immediate possession of Hnd remove the same;