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13 <br />EXNIBITC <br />RIDER NO.1 <br />($10,000,000 Small Issuer) <br />Attached to and made a part of that certain Municipal Lease Agreement (the "Agreement ") dated as of , 2014 <br />byand between as Lessor and the City of Paris, Texas lessee ( "Lessee "). <br />1. Lessee has not issued, and reasonably anticipates that it and is subordinate entities will not issue, tax exempt obligations <br />(including the Agreement) in the amount of more than $10,000,000 during the current calendaryear; that ithas designated the <br />Agreement as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3)(B) of the internal Revenue Code <br />of 1986, as amended ( "Code "); and agrees that it and its subordinate entities will not designate more than $10,000,000 of <br />their obligations as "qualifiedtax- exempt obligations" d u ring the current calendar year. <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 (i) <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 aswill maintain such after -tax yield. <br />3. The obligations of Lessee herein under which accrue during the term of the Agreement shall survive termination of the <br />Agreement. <br />4. The parties agree that this Rider is an integral part of the Agreement. <br />LESSEE: <br />By:. <br />Title: <br />LESSOR: <br />