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further right of appeal exists, has been made by a court of competent jurisdiction in the <br />United States of America in a proceeding with respect to which the County has been given <br />written notice and an opportunity to participate and defend that the Interest is included in the <br />gross income of the Bank for federal income tax purposes, as a result of an action, or failure <br />to act, by the County. <br />The Date of Taxability shall mean the first date upon which Interest is included in <br />the gross income of the Bank for federal income tax purposes as a result of an Event of <br />Taxability or a Determination of Taxability. <br />If at any time there is a Change in Deductibility (hereinafter defined), the interest <br />rate payable hereunder shall increase to the rate which will provide to the Bank the effective <br />yield which it would have received had there not been a Change in Deductibility. A <br />"Change in Deductibility" means any determination by the Internal Revenue service or any <br />court of competent jurisdiction that the obligation of the County hereunder is not a <br />"qualified tax-exempt obligation" within the meaning of Section 265(b) (3) of the Internal <br />Revenue Code as a result or as a consequence of (i) an action, or failure to act, by the <br />County or (ii) a breach of any representation or warranty made by the County to the Bank <br />relating to the status of this Contract as a qualified tax-exempt obligation as defined above, <br />including but not limited to the representations and warranties contained in Section 8(i) of <br />this Contract. <br />14.3. Duty to Notify the Bank. The County agrees to give prompt written notice <br />to the Bank upon the County's receipt of any oral or written notice or information from <br />any source whatsoever to the effect that an Event of Taxability or a Determination of <br />Taxability has occurred. <br />SECTION 15. MISCELLANEOUS <br />15.1. Waiver. No covenant or condition of this Contract can be waived except <br />by the written .consent of the Bank and the County. Any failure of the Bank and/or the <br />County to require strict performance by the County and/or the Bank or any waiver by the <br />Bank and/or the County of any terms, covenants or conditions herein shall not be <br />construed as a waiver of any other breach of the same or any other term, covenant or <br />condition herein. <br />15.2. Severability. In the event any portion of this Contract shall be determined <br />to be invalid under any applicable law, such provision shall be deemed void and the <br />remainder of this Contract shall continue in full force and effect. <br />15.3. Governing Law. This Contract shall be construed, interpreted and <br />enforced in accordance with the laws of the State of North Carolina. <br />15.4. Notices. Any and all notices, requests, demands, and other <br />communications given under or in connection with this Contract shall be effective only if <br />in writing and either personally delivered or mailed by registered or certified United <br />States mail, postage prepaid, return receipt requested, addressed to the address of the <br />recipient as described in this document, and shall be deemed to be received on the third <br />15 <br />