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more than 135$ of the yield to maturity stated in the "25 Rev. Bonds Index" appearing in the Credit Markets (or successor ,,~ publication) for the last week immediately prior to the First Anniversary Date and (ii) will in the written opinion of the Rate Setter (hereinafter defined) delivered to the City and Lender on the First Anniversary Date, allow the Note to be marketed on the First Anniversary Date at par. Rate Setter shall mean Miller & Schroeder Municipals, Inc., its successors and assigns and Bullseye Golf Centers, Inc., its successors and assigns. (c)(i) In the event that the interest on this Note shall become subject to federal income taxation pursuant to a Determination of Taxability (as hereinafter defined), the interest rate on this Note shall be increased, retroactively effective from and after the Date of Taxability (as hereinafter defined) to the fluctuating rate of 4$ over the publicly announced prime rate of the Lender. The City shall immediately upon demand pay to the Lender and to each prior holder affected by such Determination of Taxability an amount equal to the amount by which the interest accrued retroactively at such increased rate from the Date of Taxability to the date of payment exceeds the amount of interest actually accrued and paid to the Lender and any such prior holder during said period plus an amount equal to any interest, penalties, additions to tax and additional amounts as referred to in Subchapter A of Chapter 67 and Subchapters A and B of Chapter 68 of the Internal Revenue Code (such interest, penalties, additions to tax and additional amounts being referred to as "Additions to Tax") which are payable to the United States as a consequence of the failure to include the interest on the Note in federal gross income. (Such obligation of the City shall survive the payment in full of the principal amount of this Note.) (ii) Upon a Determination of Taxability, the Lender may declare the entire Principal Balance of this Note together with accrued interest thereon at such retroactively increased rate to be immediately due and payable, together with the prepayment premium, if any, specified in paragraph 8 hereof. (iii) The terms "Determination of Taxabilityt" "Date of Taxability" and "Notice of Taxability" as used herein shall have the meanings ascribed to such terms in Section 4.07 of the Loan Agreement, dated the date hereof (the "Loan Agreement"), between the City and Bullseye Golf Centers, Inc. (the "Borrower"). .s