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- i'HUE COPY "ERTIFICATION ON LASTPAGE 1.R, SMITH. CLERK of twelve 30 -day months over a year of 360 days. The form of the Series 2015 Note shall be as set forth in Exhibit A attached hereto. (B) If a "Determination of Taxability" (as defined below) shall occur, then the interest on the Series 2015 Note shall be adjusted to a rate determined by the Holder in its sole discretion necessary to maintain the same after-tax yield (the "Taxable Rate"). Upon the occurrence of a Determination of Taxability, the Issuer agrees to pay to the Holder upon demand (i) an additional amount equal to the difference between (a) the amount of interest paid on the Series 2015 Note during the period in which all or a portion of the interest on the Series 2015 Note was not excludable from the gross income of the holders thereof for federal income tax purposes (the "Taxable Period") and (b) the amount of interest that would have been payable on the Series 2015 Note during the Taxable Period had the interest rate on the Series 2015 Note been the Taxable Rate, plus (ii) an additional amount equal to any interest, penalties on overdue interest and additions to tax (as referred to in Subchapter A of Chapter 68 of the Internal Revenue Code of 1986, as amended) owed by the Holder as a result of the occurrence of a Determination of Taxability. For purposes hereof, "Determination of Taxability" means that all or any portion of the interest accrued or paid on all or any portion of the Series 2015 Note is not excludable from the gross income of the Holder (or any former Holder) for federal income tax purposes as determined by such Holder. In addition, a Determination of Taxability will be deemed to have occurred upon (1) the receipt by the County or the Holder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency; (ii) the issuance of any public or private ruling of the Internal Revenue Service; or (iii) receipt by the County or Holder of an opinion of counsel experienced in tax matters relating to municipal bonds, in each case to the effect that the interest on the Series 2015 Note is not excluded from the gross income of the Holder thereof for federal income tax purposes. The above adjustments shall be cumulative, but in no event shall the interest on the Series 2015 Note exceed the maximum permitted by law. The above adjustments to the interest rate on the Series 2015 Note shall be effective for all periods during which tax treatment of the interest on the Series 2015 Note by the Holder thereof is affected. The Holder shall promptly notify the County in writing of any adjustment to the interest rate as required above. The Holder shall certify to the County in writing the additional amount, if any, due to the Holder as a result of an adjustment in the interest rate pursuant hereto. (C) The Series 2015 Note shall be subject to optional redemption prior to maturity, in whole or in part on any January 1 or July 1, and if in part 1n inverse order of principal installment, upon ten (10) calendar days' prior written notice by the Issuer to the Holder, at a price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date. (D) Payment of interest on and principal of the Series 2015 Note shall be made to the registered owner thereof and shall be paid by check or draft of the Paying Agent to the Holder in whose name the Series 2015 Note 1s registered at the close of business on the 15th day of the 3