Okaloosa County BOCC — September 15, 2015 — Loan Agreement — reading text

agreement, lease or instrument could reasonably be expected to alter its foreseeable to which Borrower is a party or by which it or its need for the Equipment or adversely affect its ability or properties may be bound or affected, or (ii) except for willingness to budget funds for the payment of sums due Liens created for the benefit of Lender, result in, or hereunder. require, the creation or imposition of any Lien upon or with respect to any of the Equipment now owned or 6.4 Right to Terminate. Borrower's right to terminate hereafter acquired by Borrower. this Agreement as specified in Sections 2.5 and 2.6 above was not an independently bargained for 5.7 Information. All information heretofore or consideration, but was included solely for the purpose of contemporaneously herewith furnished in writing by complying with the requirements of the laws of the State Borrower or any other Person to Lender for purposes of in which Borrower is located. or .in connection with this Agreement and the transactions contemplated hereby is, and all written 6.5 Use and Licenses. Borrower shall pay and information hereafter furnished by or on behalf of discharge all operating expenses and shall cause the Borrower or any other Person to Lender pursuant hereto Equipment to be operated by competent persons only. or in connection herewith will be, true and accurate in Borrower shall use the Equipment only for its proper every material respect on the date as of which such purposes and will not install, use, operate or maintain the information is dated or certified, and none of such Equipment improperly, carelessly, or in violation of any information is or will be incomplete by omitting to state applicable law, ordinance, rule or regulation of any any material fact necessary to make such information governmental authority, or in a manner contrary to the not misleading in light of the circumstances under which nature of the Equipment or the use contemplated by its made. manufacturer. Borrower shall keep the Equipment at the location stated in the Security Agreement until Lender, in writing, permits its removal, and the Equipment shall be 5 used solely in the conduct of the Borrower's operations. any interest therein, except the respective rights of Borrower shall obtain, at its expense, all registrations, Lender under the terms of the Security Agreement. permits and licenses, if any, required by law for the installation and operation of the Equipment. 6.9 Insurance: Damage to or Destruction of Equipment. Borrower shall, during the term of the 6.6 Maintenance. Lender shall not be obligated to Agreement and at its own cost and expense, provide, make any repairs or replacements on or to the maintain, and pay for casualty insurance against the Equipment. At its own expense, Borrower shall arrange loss, theft, or damage to the Equipment for the full for the service, repair and maintenance of the Equipment replacement value. Borrower shall name Lender as an in as good condition, repair, appearance and working additional insured under such insurance coverage and order as when delivered to Borrower, ordinary wear and shall require the insurance company to provide thirty (30) tear from proper use alone excepted, and shall replace days' written notice to Lender before cancellation of any any and all parts thereof which may from time to time insurance coverage required hereunder. Borrower shall become worn out, lost, stolen, destroyed, or damaged bear the entire risk of loss, damage, theft or destruction beyond repair or rendered unfit for intended use, for any of the Equipment from any and every cause whatsoever, reason whatsoever, all of which replacements shall be and no loss, damage, destruction or other event shall free and clear of all liens, encumbrances and claims of release Borrower from .the obligation to pay the full others and shall become part of the Equipment and amount of the Loan or from any other obligation under subject to this Agreement. Lender may, at its option, this Agreement or the other Loan Documents. In the discharge such costs, expenses and insurance event of damage to any item of the Equipment, Borrower premiums necessary for the repair, maintenance and will immediately place the same in good repair, with the preservation of the Equipment, and all sums so proceeds of any insurance recovery applied to the cost of expended shall be due from Borrower in addition to all such repair. If Lender determines that any item of other payments required under the Loan Documents. Equipment is lost, stolen, destroyed or damaged beyond repair, Borrower, at the option of Lender, will either 6. 7 Alterations. (a) replace the same with like property in good repair or (b) on the next payment date, pay Lender all amounts (a) Borrower may, at its own expense, install or then owed by Borrower to Lender under this Agreement, place in or on, or attach or affix to, the Equipment such including the payment due on such date. equipment or accessories as may be necessary or convenient to use the Equipment for its intended * * * * * purposes provided that such equipment or accessories do not impair the value or utility of the Equipment. In addition to the covenants set forth in Section 6.1 to 6.9 above, Borrower covenants and agrees that, until the (b) Without the written consent of Lender, Borrower outstanding balance of the Loan is paid in full, unless shall not make any other alterations, modifications or specifically waived in writing by Lender, Borrower shall: improvements to the Equipment except as required or permitted hereunder. Any other alterations, 6.1 o Notices. Deliver to Lender as promptly as modifications or improvements to the Equipment shall practicable (but in any event not later than ten (10) immediately become part of the Equipment, subject to calendar days after Borrower obtains knowledge of the the provisions hereof. Without the prior written consent occurrence of any event which constitutes a Default or of Lender, Borrower shall not affix or attach any of the an Event of Default, together with a detailed statement Equipment to any real property. The Equipment shall by an officer of Borrower of the steps being taken by remain personal property regardless of whether it Borrower to cure the situation. becomes affixed or attached to real property or permanently rests upon any real property or any 6.11 Pay Indebtedness To Lender And Perform Other improvement thereon. Covenants. (a) Make full and timely payment of the outstanding principal of and interest on the Loan and all 6.8 Liens. Borrower shall not directly or indirectly other indebtedness of Borrower to Lender, whether now create, incur, assume or suffer to exist any mortgage, existing or hereafter arising and whether direct, indirect, security interest, pledge, lien, charge, encumbrance or contingent, liquidated or unliquidated, and (b) duly claim on or with respect to the Equipment, title thereto or comply with all the terms and covenants contained in 6 each of the Loan Documents, all at the times and places (d) If Borrower shall admit in writing its inability to and in the manner set forth therein. pay its debts generally as they become due; file a petition in bankruptcy or petition .to take advantage of any 6.12 Compliance With Laws. Comply with the insolvency act; make an assignment for the benefit of its requirements of all applicable laws and regulations creditors; commence a proceeding for the appointment necessary or proper in the opinion of Lender, to carry out of a receiver, trustee, liquidator or conservator of itself or the provisions and purposes of this Agreement. of the whole or any substantial part of its property; file a petition or answer seeking reorganization or 6.13 Further Assurances. Borrower shall furnish such arrangement or similar relief under the Federal information and execute such other documents or bankruptcy laws or any other applicable law or statute of undertake any other acts as may be reasonably the United States or any state; requested by Lender from time to time. (e) If Borrower shall be adjudged bankrupt; or a ARTICLE7 court of competent jurisdiction shall enter an order, EXEMPT OBLIGATION. judgment or decree appointing a receiver, trustee, liquidator or conservator of Borrower or of the whole or 7.1 Not Used. any substantial part of its properties, or approve a petition filed against Borrower seeking reorganization or ARTICLES similar relief under the Federal bankruptcy laws or any DEFAULT AND ENFORCEMENT other applicable law or statute of the United States or any State; or if, under the provisions of any other law for 8.1 Default. Each of the following events shall the relief or aid of debtors, a court of competent constitute an Event of Default hereunder (an "Event of jurisdiction shall assume custody or control of Borrower Default"), irrespective of whether such Event of Default or of the whole or any substantial part of its properties; or shall be voluntary or involuntary or come about or be if there is commenced against Borrower any petition in effected by operation of law or pursuant to or in bankruptcy or petition to take ·advantage of any compliance with any judgment, decree or order of any insolvency act and such proceeding or petition remains court or any order, rule or regulation of any