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Notwithstanding anything to the contrary herein contained and so long as interest on the Note has not been determined to be taxable (as such nhrase is hereinafter defined), the Bank may, bv written notice to the City and the Participating Party at any time during the 30 day period followinq the third anniversary of the date of the Note adjust the interest rate on the Note to such rate (the 'Adjusted Rate") as the Bank may, in its sole discretion, determine effective on such anniversary date, provided that the Adjusted Rate shall at no time exceed the Prime Rate. In addition to the foregoing rate adjustment, if the interest payable under the temms of the Note is determined to be taxable to the Bank under the Internal Revenue Code of 1954, as amended and supplemented, and regulations of the Treasury Deparb~ent issued thereunder, then the rate of interest on the principal of the Note shall he adjusted to a rate that is at all times equal to the Prime Rate retroactive to the date as of which the interest became taxable to the Bank and the retroactive interest shall become due and payable on the Payment Date of the quarterly installment of principal of and interest on the Note that is due in~ediately after the interest Payable under the terms of the Note is determined to be taxable to the Bank, and the ouartertv installments thereafter becoming due shall be adjusted accordingly and all other terms of the Note shall remain in full force and effect. Notwithstanding the foregoing, if the Bank is required by the City or by any provision of the then applicable law to accelerate the maturity of the Note in the event the interest payable under the terms of the Note is determined to be taxable to the Bank, then the entire unpaid balance of principal toqather with accrued interest at the adjusted rate shall become in~ediately due and oayable without presenbnent, demand or protest or notice of protest of any kind. In either event, the Participating Party shall pay to the Bank, promptly upon written demand therefor, all penalties and interest paid by the Bank to the Internal Revenue Service because of non-payment of income tax uoon the interest received by the Bank pursuant to the Note. The words "determined to be taxable" shall refer to and include the passage OF e statute or the adoption OF a regulation eliminattnq the exomotion f~om taxation, or a decision, ruling or determination by a judicial or administrative authority to the effect that such exemption is no lonoer available or is contrary to law. The provisions of this Resolution with respect to the payment of retroactive interest and other amounts payable to the Bank in the event the interest payable under the terms of the Note is determined to be taxable to the Bank shall survive the gayment, cancellation, satisfaction or surrender of the Note. Section 2.03 , Redemption or Prepayment of Note . The Note shall be subject to redemption or prepayment before its stated maturity date, as a whole, or in part from prepayment of the Loan made by the Participating Party or from any source of available funds, on any Payment Date at an amount eoual to the principal amount to be redeemed or prepaid, together with accrued interest thereon to the date of redemption or prepayment, without preba~ent prem t urn. After the date fixed for redemption, if funds available for the payment in full of the principal of and interest on the Note have been duly orovided, the Note shall cease to he entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest shell accrue thereon on or after the redemption date. If the Note is redeemed in whole pursuant to this Section, the Note shall be cancelled and shall be surrendered to the City. If the Note is redeemed in part pursuant to this Section, the redemption amount shall be applied against principal due on the Note in inverse order of Payment Date. Section 2.04. Execution of Note. The Note shall be executed on behalf of the City by the signature of the Mayor and attested on behalf of the City by the signature of the City Clerk who is in office on the date of the adoption of this Resolution or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on the Note ceases to be such officer before the delivery of the Note to the Bank, such siqnature on the Note shall nevertheless be as effective as if the officer had remained in office until the delivery of the Note to the Bank. The Note may be sioned and attested on