83-152 Ordinance - Laserfiche WebLink

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If at any time subsequent to the date hereof (whether before or after redemption or other payment of this Note or the transfer thereof), as a result of a change in the Code, (i) any payment of interest or principal or any amount in respect of or measured in whole or in part by reference to interest on or principal of this Note is, in the opinion of counsel for the Holder, sub3ect to or affected by a preference tax (meaning a tax imposed by Sections 55-58 of the Code or any successor sections thereto or any similar federal tax preferences or similar items), an excess profits tax or other federal tax which changes the basis of taxation of the payments of interest on or principal of this Note to the Holder or affects any method used or calculation involved in determining any federal tax, or (ii) the deductibility of any amount attributable or deemed to be attributable, directly or indirectly, to the purchase or carrying of this Note is diversely affected, then, upon written notice to such effect from the Holder to the Owner, which notice shall set forth the dates as of which any payment may have become sub- 3ect to such preference, excess profits or other federal tax or such deductibility shall have been affected, the Owner shall pay to the Holder in immediately available funds an amount which, after giving effect to all taxes, interest, penalties, additions to tax and other charges required to be paid by the Holder as a result of, attributable to or in respect of such payment, shall be equal to the amount of any such preference, excess profits or other federal taxes and any interest, penalties and additions to tax which are payable by the Holder as a consequence of such change (computed on the assumption that taxes are payable by the Holder at the highest marginal statutory rate of tax imposed on corporations), it being the intent and purpose of the parties hereto that the profit of the Holder with respect to the payment of interest to it on this Note shall not be diminished by any such change in the Code (whether through or as a result of direct or indirect fed- eral taxation of the interest on or principal of the Note, the dis- allowance of a deduction or otherwise). Notwithstanding the foregoing provisions hereof, no payment by the Owner shall be required in respect of a pref erence, excess profits or other federal tax to which this provision relates to the extent that such tax is imposed and computed without regard to whether interest on this Note is or may be exempt from tax under the provisions of Section 103 of the Code. If an Event of Default (as defined in the Agreement) shall occur, this Note shall immediately bear interest at a rate per annum which is two percent (2X) in excess of the Prime Rate, as the Prime Rate is in effect on the first day of each month for which payment is made, and the entire unpaid balance of this Note may be declared due and payable as provided by the Agreement, but subject to waiver of such default or rescission of such declaration as provided in the Agreement. This Note shall not constitute the personal obligation, either jointly or severally, of the members of the City Council or any other officers of the Issuer. 40