Fort Walton Beach Resolution — 90-10-IDRB-Guidance Clinic — reading text

1. 0%) increase or decrease in the Deduction Disallowance Rate. i i i) In the event ( 1) any payment of interest or principal or any amount inrespect of or measured in in whole or part by reference to interest principal of the Series 1990 Bonds on or or any amount of interest on indebtedness attributable or deemed to be attributable directly or indirectly to the purchase or carrying of the Series 1990 Bonds, is, in the opinion of counsel for the Original Purchaser, subject to or affected by a preference tax ( meaning a tax imposed by Section 55, 56, 57 or 58 of the Code, as amended from time time, to or any successor sections thereto or any similar provisions), an excess profits tax or other federal tax which changes the basis of taxation of the payments of interest on or principal of the Series 1990 Bonds, or interest on indebtedness attributable or deemed to be attributable directly or indirectly to the purchase or carrying of the Series 1990 Bonds, to the Original Purchaser, or affects any method used or calculation involved in determining any federal tax, or ( 2) the other deductibilitytax or treatment anyof amount deemed attributable to or be attributable, directly or indirectly, to the purchasing or carrying of the Series 1990 Bonds is adversely affected ( including, but wi thout limitation, the deduction permitted under Section 265( b) of the Code), then, upon written notice to such effect from the Original Purchaser to the Company, the Trustee, and the Issuer, which notice shall set forth the date as of which any payment or amount may have become subj ect to such preference, excess profits or other federal tax or such deductibility or other tax treatment shall have been affected, there shall be paid to the Trustee who shall in turn pay such amounts to the Original Purchaser as additional interest on the Series 1990 Bonds held by the Original Purchaser in immediately available funds an amount which, after reduction by 14- 5769q  the amount of all taxes attributable to the inclusion of such amount in the gross income of the Original Purchaser under the laws of any federal, state or local governmental or other taxing authori ty ( computed on the assumption that federal taxes are payable by the Original Purchaser at the Corporate Tax Rate ( as hereinafter defined) ( after taking into account deductions attributable to the imposition of state and local taxes) and that state and local taxes are payable by the Original Purchaser at the highest marginal statutory rates then applicable to banking corporations without allocation or apportionment to any other jurisdiction) shall be equal to the amount of any such preference, excess profits or other federal taxes and any interest, penal ties and additions to tax which are payable by the Original Purchaser as a consequence of such change ( computed on the assumption that federal taxes are payable by the Bank at the Corporate Tax Rate) it being the intent and purpose of the parties hereto that the profit of the Original Purchase with respect to the payment of interest to it on the Series 1990 Bonds shall not be diminished by any such change in the Code or any administrative judicial interpretation thereof ( whether through or as a result of direct or indirect federal taxation of the interest on or principal of the Series 1990 Bonds, the disallowance of a deduction or otherwise). Corporate Tax Rate" means the maximum statutory rate of federal income taxation imposed on the taxable income of corporations pursuant to Section 11 ( b) 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 Owner of the Series 1990 Bonds, the maximum statutory rate of federal income taxation which could apply to the Owner of the Series 1990 Bonds). Notwithstanding the foregoing provisions of this article, no additional interest payment shall be required in respect of a preference, excess profits or other federal tax to which this section relates to the extent that such tax is imposed and computed without regard to whether interest on the Series 1990 Bonds is or may be excludable from the gross income of the owners thereof for federal income tax purposes under the of Section 103( a) of the Code, other provisions any provision of law or any successor provisions thereto. 15- 5769q  7) an opinion or opinions of bond counsel satisfactory to Issuer and Trustee, addressed to Issuer and Trustee, to the effect that: A)the Series 1990 Bonds have been duly authorized and validly issued and constitute valid, binding and enforceable obligations of Issuer according to their terms; and B) under then existing statutes, regulations, published rulings and judicial decisions, the interest on the Series 1990 Bonds is excludable from gross income of the owners thereof for federal income tax purposes, and such interest is not an item of tax preference for purposes of federal alternative minimum tax imposed on individuals and corporations; 8) an Investment Letter executed by the Original Purchaser in the form set forth in Exhibit B hereto. Section 2. 07. Mutilated, Stolen Lost, or Destroyed Bonds. In the event any Bond is mutilated, lost, stolen or destroyed, Issuer shall execute and Trustee shall authenticate a new Bond of like date, maturity and denomination to that mutilated, lost, stolen or destroyed; that, in the of mutilated Bond, such provided case any mutilated Bond shall first be surrendered to Trustee, and in the case of any lost, stolen or destroyed Bond, there first shall be furnished to Issuer and Trustee evidence of such loss, theft or destruction satisfactory to Issuer and with indemnity satisfactory to them. In Trustee, together an the event any such Bond shall have matured, instead of issuing a duplicate Bond, Issuer may pay the same without surrender thereof making such requirements as it deems fit for its protection, including a lost instrument bond. Issuer and Trustee may charge the owner of such Bond with their reasonable fees and expenses for such service and any tax or governmental charge in connection therewith. Section 2. 08. Reqistration and Exchanqe of Bonds; Persons Treated as Owners. Trustee is hereby constituted and appointed the Bond Registrar of Issuer and shall keep for and on behalf of Issuer books for the registration and for the transfer of the Bonds as provided in this Indenture. The principal of any Bond shall be payable only to or upon the order of the Owner or his or her legal representative. Upon surrender for transfer of any Bond at the principal corporate trust office of Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or l8- 5769q to such effect. Before the Trustee will be required to transfer the registration of any Series 1990 Bond, the Trustee shall, at the Company' s expense, receive an opinion of counsel acceptable to the Trustee indicating that the requirements of this paragraph are satisfied, which opinion shall be accompanied by and may be issued in reliance upon an investors letter satisfactory to the Issuer substantially similar in form and content to Exhibit B hereof. The Trustee may conclusively rely upon such opinion when transferring the registration of any Series 1990 Bond. Section Destruction 2. 09. of Bonds. Whenever any Outstanding Bond be delivered shall to Trustee for cancellation pursuant to this Indenture, upon payment of the principal amount or interest represented thereby, or for replacement pursuant to Section 2. 07 hereof, such Bond shall be promptly canceled and cremated or otherwise destroyed by Trustee, upon request by Issuer or Company counterparts and of a certificate of destruction evidencing such cremation or other destruction shall be furnished by Trustee to Issuer and Company. Section 2. 10. Additional Bonds. So long as the Agreement is in effect, one or more series of Additional Bonds may be issued, authenticated and delivered for the purposes provided in Section 3. 9 of the Agreement. Such Addi tional Bonds shall be payable solely from the amounts under the Agreement ( except to the extent paid out of payable moneys attributable to the proceeds derived from the sale of the Additional Bonds or to income from the temporary investment thereof and, under certain circumstances, to proceeds from insurance and condemnation awards). The Additional Bonds of each such series shall be authenticated by Trustee and, upon