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

undismissed for a period of thirty (30) days; or if administrative or governmental body: Borrower by any act indicated its consent to, approval of or acquiescence in any such proceeding or petition; or (a) If default shall be made in the due and punctual payment of any principal or interest under any Note or (f) If this· Agreement or any security or any other any other fee or monetary obligation under any Loan Loan Document delivered in connection with this Document when and as the same shall become due and Agreement shall at any time for any reason cease to be payable, whether at maturity or by acceleration or in full force and effect or shall be declared to be null and otherwise; void, or the validity or enforceability of any thereof shall be contested by Borrower or any . other obligor (b) If default shall be made in the performance or thereunder, or the transaction completed or observance of, or shall occur under, any covenant, contemplated hereunder shall be contested by Borrower, agreement, or provisions contained in this Agreement or if Borrower shall deny that it has any or further liability and not described in Section 8.1 (al above, or in any or obligation hereunder. other Loan Document, and such failure continues for thirty (30) days after the earlier of the date on which (i) a Then, and in any such event, and at any time thereafter, responsible officer of Borrower becomes aware of such if such or any other Event of Default shall then be failure or (ii) notice thereof shall have been given to the continuing, Lender may, at its option, declare any Note Borrower by the Lender; then outstanding and any other indebtedness owed by Borrower to Lender to be due and payable, whereupon (c) If any representation or warranty or any other the maturity of the then unpaid balance of the Note shall statement of fact herein or in any writing, certificate, be accelerated and the same, and all interest accrued report or statement at any time furnished to Lender thereon, as well as all other liabilities and indebtedness pursuant to or in connection with this Agreement, or of Borrower to Lender whether now existing or hereafter otherwise, shall be false in any material respect or arising and whether direct, indirect, contingent, liquidated misleading in any material respect; or unliquidated, shall forthwith become due and payable 7 without presentment, demand, protest or notice of any shall not have any effect whatsoever on the rights and kind, all of which is hereby expressly waived, anything obligations of Lender with respect to this Agreement, contained herein or in any Note or other Loan including the right to receive full and timely payments Documents to the contrary notwithstanding. In case any hereunder. Borrower expressly acknowledges that one or more Events of Default shall occur and be Lender makes, and has made, no representations or continuing, Lender may proceed to protect and enforce warranties whatsoever as to the existence or the its rights or remedies either by suit in equity or by action availability of such warranties by the Vendor of the at law, or both, whether for the specific performance of Equipment. · any covenant, agreement or other provision contained herein or in the other Loan Documents, or to enforce the 9.2 Power of Attorney. Borrower does hereby make, payment of the Note or any other legal or equitable right constitute, and irrevocably appoint Lender, its or remedy. successors and assigns, Borrower's true and lawful attorney-in-fact coupled with an interest, in Borrower's name, place, and stead, or otherwise, to do and perform all and every act and thing whatsoever which may be ARTICLE 9 necessary or proper to receive and enforce performance MISCELLANEOUS under this Agreement and the other Loan Documents, and to carry out and to give effect to this assignment and 9.1 Limitation on Warranties. Borrower has selected the powers herein granted, as fully and to all intents and or shall have selected both the Equipment and the purposes as Borrower might or could do in the premises, vendor from whom Borrower is to purchase the including, but not limited to: Equipment (the "Vendor''). Borrower acknowledges and agrees that the Equipment is of a size, design and (a) To do all acts and to execute, acknowledge, capacity selected by Borrower, that · Lender is not a obtain, and deliver any and all instruments, documents, manufacturer, vendor or distributor of such Equipment, items, or things necessary, proper, or required as a term, and that Lender has not made, and does not hereby condition or provision of this Agreement and the other make, any representation, warranty or covenant, express Loan Documents; or implied, with respect to the merchantability, condition, quality, durability, design, operation, fitness for use or (b) To give any notices, instructions, or other suitability of the Equipment in any respect whatsoever or communications in connection with this Agreement and in connection with or for the purposes and uses of the other Loan Documents; Borrower, or any other representation, warranty or covenant of any kind or character, express or implied, (c) To demand and receive all performance due with respect thereto. Lender shall not be obligated or under ·or with respect to this Agreement and the other liable for actual, incidental, consequential or other Loan Documents and to take all lawful action for the damages of or to Borrower or any other person or entity enforcement thereof and to compromise and settle any arising out of or in connection with the Equipment, claim or cause of action of Borrower arising from or including but not limited to the use, performance or related to this Agreement and the other Loan Documents maintenance of the Equipment. Borrower may have and give acquittances and other sufficient discharges rights under the contract evidencing the purchase of the relating thereto; and Equipment, and Borrower is advised to contact the Vendor for a description of any such rights. Lender (d) To file any claim or proceeding or to take any hereby assigns to Borrower all warranties running from other action, either in its own name or in that of its Vendor to Lender (if any), and Lender hereby irrevocably nominee, or in the name of Borrower, or otherwise, to appoints Borrower, its agent and attorney-in-fact during enforce the performance due under or related to this the term of the Note to assert from time to time whatever Agreement and the other Loan Documents or protect claims and rights (including without limitation warranties) and preserve the right, title, and interest of Lender related to the Equipment that Lender may have against hereunder. the Vendor. By entering into this Agreement, Borrower acknowledges and agrees that Borrower's sole remedy This power of attorney is given in fulfillment of a condition for the breach of any warranty, indemnification or precedent to disbursement of funds under this representation shall be against the Vendor of the Agreement, and is for the benefit and protection of Equipment, and not against. Lender. Any such matter Lender, its successors and assigns. This power of 8 attorney shall not impose upon Lender the obligation that (a) if personally delivered, when delivered, (b) if sent by it is for the benefit and protection of any other persons. certified mail, three days after having been deposited in The power of attorney given herein, subject to the the mail, postage prepaid, or (c) if sent by overnight occurrence of an Event of Default, is a power coupled courier, one Business Day after having been given to with an interest and shall be irrevocable until all of the such courier. Obligations are satisfied in full. Lender shall have no obligation to exercise any of the foregoing rights and 9.7 Rights and Remedies Cumulative. The rights powers in any event. and remedies of Lender under this Agreement are cumulative and are not in lieu of, but are in addition to 9.3 Non-Waiver. Waiver of or acquiescence by any other rights or remedies which Lender shall have Lender in any default by Borrower, or failure of Lender to under this Agreement or any other instrument, or at law insist upon strict performance by Borrower of any or in equity. No course of dealing between Lender and warranties, agreements or other obligations contained in Borrower or any failure or delay on the part of Lender in this Agreement shall not constitute a waiver of any exercising any rights or remedies hereunder shall subsequent or other default, failure or waiver of strict operate as a waiver of any rights or remedies of Lender performance, whether similar or dissimilar. and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or 9.4 Modifications. No modification of any provision preclude the exercise of any other rights or remedies of this Agreement, no approvals required from Lender hereunder. and no consent by Lender to any departure therefrom by Borrower shall be effective unless such modification, 9.8 Costs of Enforcement. In the event that Lender approval or consent shall be in writing and signed by a shall retain or engage an attorney or attorneys to collect duly authorized officer of Lender, and the same shall or enforce or protect its interests with respect to this then be effective only for the period and on the Agreement or any other Loan Document, including the conditions and for the specific instances and purposes representation of Lender in connection with any specified i.n such writing. No notice to or demand on bankruptcy, reorganization, receivership or any other Borrower in any case shall entitle Borrower to any other