Okaloosa County BOCC — September 15, 2015 — Security Agreement

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is entered into as of September 9, 2015, by Okaloosa County, Florida (hereinafter "Borrower"), to and in favor of Nationwide Capital, LLC, a Delaware limited liability company (hereinafter "Lender"). RECITALS: WHEREAS, Lender has committed to making a loan (the "Loan") to Borrower pursuant to the terms and conditions contained in the Loan Agreement, dated concurrently herewith, by and between Borrower and Lender (as may be amended, restated or otherwise modified from time to time, the "Loan Agreement"); and WHEREAS, to induce Lender to make the Loan under the terms of the Loan Agreement, Borrower has agreed to grant Lender a security interest in certain of Borrower's property as herein provided. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Grant of Security Interest. Borrower hereby transfers, assigns and grants to Lender a continuing and irrevocable security interest and general lien in and to all of the following property and rights of Borrower, wherever located and whether now owned or hereafter acquired (collectively referred to herein as the "Collateral"): (a) The equipment described on Exhibit "A" attached hereto (the "Equipment"), along with each of the following related to the Equipment: Accounts, Chattel Paper (including Tangible Chattel Paper, Electronic Chattel Paper or any hybrid thereof), Commercial Tort Claims, Contracts, Contract Rights, Deposit Accounts, Documents, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property (including all Securities, Securities Entitlements and Securities Accounts}, Letter-of-Credit Rights, Payment Intangibles, Rights of Seller in Goods and Rights to Returned or Repossessed Goods, Software and all Supporting Obligations; and (b) All Proceeds from the Equipment, including Proceeds and products of all of the foregoing and all additions and accessions to, replacements and substitutions of, insurance policies and payments, condemnation proceeds of, and documents covering all of the foregoing, all property received wholly or partly in trade or exchange for all of the foregoing, and all income, rents, revenues, dividends, distributions, issues, profits, cash or non-cash Proceeds and accessions arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition of any of the foregoing or any interest therein. Capitalized terms used in this Agreement and not otherwise defined herein or in the Loan Agreement are used herein as defined in the Nebraska Uniform Commercial Code (as amended from time to time, the "UCC"). 4818-7474-6906.1  2. Proceeds. The security Interest granted to Lender in any Proceeds or other property arising out of the disposition of the Collateral and anything contained herein or in any financing statement shall not be deemed permission or assent by Lender to any sale or disposition of the Collateral except to the extent expressly provided herein. 3. Secured Obligations. The security interest granted to Lender is to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of (a) the Obligations (as defined in the Loan Agreement), (b) any other indebtedness of Borrower, whether evidenced by instruments executed by Borrower, payable and owing to Lender as provided by the terms of any such instrument, (c) all advances made by Lender to discharge taxes or levies on, or made