Ordinance 2011-375 - Laserfiche WebLink

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shall provide the City with a written statement explaining the calculation of the Taxable Rate, which statement shall, in the absence of manifest error, be conclusive and binding on the City. The Taxable Rate shall be subject to adjustment as provided herein. Capital Adequacy. If, after the date of this Bond, the Bank shall have reasonably determined that a Change in Law shall have occurred that has or would have the effect of reducing the rate of return on the Bank's capital, on this Bond or otherwise, as a consequence of its ownership of this Bond to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, promptly upon demand by the Bank, the City hereby agrees to pay the Bank such additional amount or amounts as will compensate the Bank for such reduction. The City shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction, provided that at such time the Bank shall generally be assessing such amounts on a non- discriminatory basis against borrowers having loans similar to the loan evidenced by this Bond. A certificate of the Bank claiming compensation under this subsection and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. The Bank shall notify the City in writing of any adjustments pursuant to this paragraph. Additional Costs. In the event that any applicable law or regulation or the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) (i) shall change the basis of taxation of payments to the Bank of any amounts payable by the City hereunder (other than taxes imposed on the overall net income of the Bank) or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Bank, or (iii) shall impose any other condition with respect to this Bond, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining this Bond or to reduce any amount receivable by the Bank hereunder, then the City shall from time to time, upon demand by the Bank, pay to the Bank additional amounts sufficient to compensate the Bank for such increased costs (the "Additional Costs"). A detailed statement as to the amount of such Additional Costs, prepared in good faith and submitted to the City by the Bank, shall be conclusive and binding in the absence of manifest error. Prepayments; Make Whole Premium. From and after November 10,2014, this Bond may be pre-paid in whole or in part on date subject to the terms hereof and upon at least two Business Days' prior written notice from the City to the Bank specifying the amount of prepayment. The City shall, at the time of such prepayment, pay to the Bank the interest accrued to the date of prepayment on the principal amount being prepaid plus an additional fee or redemption premium equal to the present value of the difference between (1) the amount that would have been realized by the Bank on the prepaid amount for the remaining term of the loan at _% (the Federal Reserve H.15 Statistical Release rate for fixed-rate payers in interest rate swaps for a term corresponding to the term of the Bond, interpolated to the nearest month, if necessary, that was in effect three Business Days prior to the issuance date of the Bond), and (2) the amount that would be realized by the Bank by reinvesting such prepaid funds for the remaining term of the loan at the Federal Reserve H.15 Statistical Release rate for fixed-rate A-3 MIA 182, 189,S1Sv6 11-2-11