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<br />13 <br /> <br />EXHIBIT C <br /> <br />RIDER NO. 1 <br />($10,000,000 Small Issuer) <br /> <br />Attached to and made a part of that certain Municipal Lease Agreement (the "Agreement") dated as of <br /> <br />,199_ <br /> <br />by and between <br /> <br />, as Lessor and <br /> <br />, as Lessee ("Lessee"). <br /> <br />1. Lessee has not issued, and reasonably anticipates that it and its subordinate entities will not issue, tax exempt obligations <br />(including the Agreement) in the amount of more than $10,000,000 during the current calendar year; that it has designated the <br />Agreement as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of <br />1986, as amended ("Code"); and agrees that it and its subordinate entities will not designate more than $10,000,000 of their <br />obligations as "qualified tax-exempt" during the current calendar year. <br /> <br />2. The parties assume and intend that the Agreement will qualify as a "qualified tax-exempt obligation" within the meaning of <br />Section 265(b)(3)(B) of the Code. In the event that Lessor either (i) receives notice from the Internal Revenue Service; or (ii) <br />reasonably determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which <br />approval Lessee shall not reasonably withhold, that the otherwise applicable exception set forth in Section 265(b)(3) of the <br />Code is not available, then Lessee shall pay to Lessor within thirty (30) days after receiving notice from Lessor of such event, <br />the amount which with respect to rental payments previously paid, will restore the after-tax yield on the transaction evidenced <br />by the Agreement to that which it would have been had such exception been available, and pay as an additional rent on <br />succeeding rent payment due dates such amount as will maintain such after-tax yield. <br /> <br />3. The obligations of Lessee hereinunder which accrue during the term of the Agreement shall survive termination of the <br />Agreement. <br /> <br />4. The parties agree that this Rider is an integral part of the Agreement. <br /> <br />LESSEE: <br /> <br />LESSOR: <br /> <br />By: <br /> <br />By: <br /> <br />Title: <br /> <br />Title: <br />