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<br />JUL-23-98 09,15 FROM,ASSOCIATES <br /> <br />1O,972S523491 <br /> <br />PAGE SIS <br /> <br />22. NOTICES. All notices to be given unCfer this Lease shall be made in writing and mailed by certified 1Tl8I1. retum receipt reques1ed. to the other <br />party at its address set for1h herein or at such address IS tle perty may provide in writing from time to time. My such notice shall be deemed to have <br />been received five days subsequent to maUing. <br /> <br />23. SECTION HEADINGS. All section he$dil'l9$ ~ h~tein art for the conwnienoe of tef~ only and are not intended to'define Of limit the <br />soope of illY provision of this Lease. <br />24. GOVERNING LAW. Thi$l.oase $hall be eonWuId in accordanee with, and govemfld by, the I:a~ of the =to of the Equipment Loeation. <br /> <br />25. DEl~RY OF RELATED DOCUMENTS. lessee will execute (X' provide. as requested by lessor, such other dOC\Jments and information as are <br />reasonably necessary YAth respect to the transadion contemplated by this Lease. <br /> <br />25. ENTIRE AGREEMENT; WANER. The lease Dcx:urnents constitute the entire agreement between the parties with respect to the <br />leese of the Equipment. and 1his Leese shall not be moditiecl. amended, altered, or changed except with the wrmen consent of Lessee and Lecsor. MY <br />provision r;A 1his Lease found to be prohibited by 1m shall be ineffective to the extent of such prohibition without mrldating Ul" remaindeI' tI this LtlSt. <br />The waiver by ltssor of any breach by Lessee at any term, covenant or condition hereof shaH not operate as a waiver of any subsequent breach thereof. <br /> <br />IN WITNESS WHEREOF, the parties have executed this Agreement as of 1he ...liltb day of Aus!Us t 19...2lL <br /> <br />LESSEE: CITY OF PARIS, PARIS, TEXAS <br /> <br />LESSOR: Associates Commercial Corporation <br /> <br />By: <br /> <br />By: <br /> <br />Michael E. Malone <br /> <br />Bryan Eells <br />Vice President <br /> <br />TIUe: City Manager <br /> <br />Title: <br /> <br />jl <br /> <br />OPINION OF COUNSEL <br /> <br />With rapeet to 1hat certain Equipment lease-Purchase Agreement ("Lease") dated 8-10-98 by and berNeen Le$$Or and Lmee, I am of <br />the opinion that: (i) Lessee is a tax exempt entity uncler seeton 103 of the Internal Revenue Code of 1986. 8$ amended; (ii) the execution, delivery and <br />pelfofllr<<ll'wl:' by Lessee of the lease have been duly authorized by aD necessary action on 1he part of lessee; (iii) the I..8ase constitutBs a legal. vaJid <br />and binding obligation of Lessee enforteable in aeeordanee \'/iltt its terms and aU statements ~8d in the Lease and aU "ted insVumeots are true: <br />(iv) there are no 5Uib, ~s or investigations pending or, tQ my knowledge, threutened aaa;nst or affucting lessee, at law or in equity, or before <br />or by any governmental or adminislJalive agency or inRumentaIity which, if adversely determined, would have a material adverse effect on the <br />transaction cont8mpIa!!d in the lease or the abi6ty ct Lessee to perform its obligations under the Lease and Lessee is not in dtfau~ under any material <br />obligation for the payment of borrowed money, for the deferred purcha$e price of property or for the payment of any rent under any lease agreement <br />which ehr ind'rviduaUy or in the aggregate would have the same such effect; and (v) air required public bidding pmeadures rtg2l'ding the award of the <br />lease have been followed by lessee and no gowrMlllltal orders, pennlsslons, consents, approvals 01' authoritation$ are required to be ~ line! <br />no regmtions or dtclarationG are required to be fiIecI in ~ with U- txeeution and delivtl'y of the Lease, <br /> <br />:-~ <br /> <br />. co t . oster <br />flUe: City Attorney <br /> <br />Date: AU2Ust 1.0, 1998 <br />