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EXHIBIT C <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 <br />January 28 2016 by and between Liberty National Bank as Lessor and the <br />City of Paris, Texas as Lessee. <br />1. Lessee has not issued, and reasonably anticipates that it and Its subordinate entities will not <br />issue, tax exempt obligations (including the Agreement) in the amount of more than <br />$10,000,000 during the current calendar year, that it has designated the Agreement as a <br />"qualified tax - exempt obligation" within the meaning of Section 265(b)(3)(B) of the Internal <br />Revenue Code of 1986, as amended ( "Code "); and agrees that it and its subordinate entities will <br />not designate more than $10,000,000 of their obligations as "qualified tax - exempt obligations" <br />during the current year. <br />The parties assume and intend that the Agreement will qualify as a "qualified tax - exempt <br />obligation" within the meaning of Section 265(b)(3)(B) of the Code. In the event that Lessor <br />either (i) received notice from the Internal Revenue Service; or (ii) reasonably determines, based <br />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 <br />In Section 265(b)(3) of the Code is not available, then Lessee shall pay to Lessor within thirty (30) <br />days after receiving notice from Lessor of such event the amount which with respect to rental <br />payments previously paid, will restore the after -tax yield on the transaction evidenced by the <br />Agreement to that which is would have been had such exception been available, and pay as an <br />additional rent on succeeding rent payment due dates such amount as will maintain such after - <br />tax yield. <br />3. The obligations of Lessee herein under which accrue during the term of the Agreement shall <br />survive termination of the Agreement. <br />4. The parties agree that this Rider is an integral part of the Agreement. <br />LESSEE: LESSOR: <br />By: By: <br />Title: Title: C*f <br />