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of such parties hereunder. Subject to modification by the express terms of any such agreement, <br /> the Note Registrar for its capacity agrees as follows: <br /> A. to act as note registrar and authenticating agent as provided herein; <br /> B. to cancel and/or destroy Notes which have been paid at maturity, upon <br /> redemption or submitted for transfer or exchange; and <br /> C. to furnish the City at least annually a certificate with respect to Notes <br /> cancelled and/or destroyed. <br /> The City Clerk of the City is hereby directed to file a copy of this Ordinance with the Note <br /> Registrar. <br /> Section 19. Event of Taxability. If interest on the Note is determined to be Taxable <br /> ("Event of Taxability"), such interest shall be re-computed from the date of occurrence of such <br /> Event of Taxability to a variable rate per a.nnum equal to the Taxable Variable Rate. Event of <br /> Taxability is a final deternunation by the Internal Revenue Service or a court of competent <br /> jurisdiction in the United States that, or an opinion of Bond Counsel obtained by the City to the <br /> effect that, as a result of failure by the City to observe or perform any covenant, agreement or <br /> representation by the City on its part to be observed or performed under this Ordinance, or as a <br /> result of the inaccuracy of any representation made by the City, the interest payable on the Note <br /> or any of them is no longer Tax-Exempt. No determination by any court or the Internal Revenue <br /> Service will be considered a final determination unless the City has participated (or waived the <br /> right to participate) in the proceeding which resulted in such deternunation, either directly or, at <br /> the option of the City, through the Bank to a degree it reasonably deems sufficient and until the <br /> conclusion of any appellate review sought by any party to such proceeding or the expiration of the <br /> time for seeking such review. <br /> -xxix- <br />