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<br />(b) (i) In the event that Lender receives a <br />Notice of Taxability (as hereinafter defined), the interest <br />rate on this Note shall be increased retroactively effective <br />from and after the Date of Taxability to the Reference Rate <br />plus one-half percent (1/2%) as such rate may change from time <br />to time. Unless contested in accordance with paragraph <br />l(b)(iii) the City shall immediately upon demand pay to the <br />Lender and to each prior holder affected by such Determination <br />of Taxability an amount equal to the amount by which the <br />interest accrued retroactively at such increased rate from the <br />Date of Taxability to the date of payment exceeds the amount of <br />interest actually accrued and paid to the Lender and any such <br />prior holder during said period. (Such obligation of the City <br />shall survive the payment in full of the principal amount of <br />this Note.) <br /> <br />(ii) The terms "Determination of Taxability," <br />"Date of Taxability" and "Notice of Taxability" as used herein <br />shall have the meanings ascribed to such terms in Section 4.07 <br />of the Loan Agreement, dated the date hereof (the "Loan <br />Agreement"), between the City and Advance Circuits, Inc. (the <br />"Borrower") . <br /> <br />(iii) The Lender shall give notice, as soon as <br />practicable, but in any event before the right to appeal such <br />Notice of Taxability has expired, to the Borrower and the City <br />of its receipt of any Notice of Taxability and permit the <br />Borrower to contest, litigate or appeal the same at its sole <br />expense. In the event any such contest, litigation or appeal <br />is undertaken, the increased interest provided in paragraph <br />l(b) (i) shall, nevertheless, be payable to the Lender and, to <br />the extent applicable, any prior holder shall be held by the <br />Lender in an interest bearing escrow account pending final <br />disposition of such contest, litigation or appeal, provided <br />that the Borrower shall indemnify and hold harmless the Lender <br />and each such prior holder from any and all penalties, interest <br />or other liabilities which they may incur on account of such <br />contest, litigation or appeal. If the final disposition of <br />such contest is such that interest on this Note is determined <br />to be exempt from taxation, Borrower shall be entitled to <br />receive all sums which it deposited in said escrow account <br />(including, but not limited to, all interest earnings thereon), <br />otherwise the Lender shall be entitled to all sums in the <br />escrow account (including, but not limited to, all interest <br />earnings thereon). <br /> <br />2. In any event, the payments hereunder shall be <br />sufficient to pay all principal and interest due, as such <br />principal and interest becomes due, and to pay any premium or <br />service charge, at maturity, upon redemption, or otherwise. <br />Interest shall be computed on the basis of a 360 day year, but <br />charged for the actual number of days elapsed in a 365 day <br />year. <br /> <br />8 <br />