Ordinance 2011-375 - Laserfiche WebLink

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to as "Basel III" or the United States or foreign regulatory authorities, shall in each case be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued. "Determination of Taxability" means a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on this Bond is or was includable in the gross income of the Holder for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the City has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of the Holder, and until the conclusion of any appellate review, if sought. "Governmental Authority" shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "Interest Rate" shall mean a per annum rate equal to (a) 2.38%, multiplied, prior to the occurrence of a Determination of Taxability, by (b) the Margin Rate Factor, and, both prior to and after the occurrence of a Determination of Taxability, subject to additional adjustment as provided herein. "Margin Rate Factor" shall mean the fraction the numerator of which is equal to one (1) minus the Maximum Federal Corporate Tax Rate on the date of calculation and the denominator of which is 0.65. The Margin Rate Factor shall be 0.65/0.65 or 1.0 so long as the Maximum Federal Corporate Tax Rate shall be 35%, and thereafter shall increase from time to time effective as of the effective date of any decrease in the Maximum Federal Corporate Tax Rate, or shall decrease from time to time effective as of the date the City notifies the Bank in writing of any increase in the Maximum Federal Corporate Tax Rate. "Maximum Federal Corporate Tax Rate" shall mean the maximum rate of income taxation imposed on corporations pursuant to Section 11 (b) of the Code, determined without regard to tax rate or tax benefit make-up provisions such as the last two sentences of Section 11 (b )(1) of the Code, as in effect from time to time (or, if as a result of a change in the Code the rate of income taxation imposed on corporations shall not be applicable to the Holder, the maximum statutory rate of federal income taxation which could apply to the Holder). The Maximum Federal Corporate Tax Rate on the date of execution of this Bond is 35%. "Taxable Period" shall mean the period of time between (a) the date that interest on this Bond is deemed to be includable in the gross income of the owner thereof for federal income tax purposes as a result of a Determination of Taxability, and (b) the date of the Determination of Taxability. "Taxable Rate" shall mean, upon a Determination of Taxability, the interest rate per annum that shall provide the Bank with the same after tax yield that the Bank would have otherwise received had the Determination of Taxability not occurred, taking into account the increased taxable income of the Bank as a result of such Determination of Taxability. The Bank A-2 MIA 182, 189,515v6 11-2-11