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

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 for repairs to, maintenance of, or insurance on, the Collateral, (d} all money or other credit heretofore or hereafter advanced by Lender to or for the account of Borrower, (e) all other present or future, direct or contingent, liabilities of Borrower to Lender of any nature whatsoever and howsoever evidenced, created, incurred or acquired, and (f) all costs and expenses (including court costs and attorney's fees) incurred by Lender in the collection of the foregoing, including representation in any bankruptcy proceedings (all of the above being referred to, collectively, as the "Secured Obligations"). It is the true, clear, and express intention of Borrower that the continuing grant of this security interest remain as security for payment and performance of the Secured Obligations, whether now existing, or which may hereinafter be incurred, or whether or not contemplated by the parties at the time of the granting of this security interest. The notice of the continuing grant of this security interest, therefore, shall not be required to be stated on the face of any document representing any Secured Obligations, nor otherwise identify it as being, secured hereby. 4. Specific Collateral. To further the attachment, perfection and first priority of, and the ability of Lender to enforce Lender's security interest in the Collateral, and without limitation on Borrower's other obligations in this Agreement, Borrower agrees, in each case at Borrower's expense, to take any actions deemed reasonably necessary by Lender to perfect a security interest with respect to the Collateral. 5. Borrower's Name, Place of Business and Location of Collateral. Borrower represents, covenants and warrants for the benefit of Lender that Borrower is a political subdivision in the State of Florida with statutory authority to enter into this Agreement, and will do or cause to be done all things necessar}t to preserve and keep in full force and effect its existence as a body politic and corporate until such time as the Secured Obligations have been satisfied in full and its exact legal name is as set forth in the introductory paragraph of this Agreement. Borrower shall maintain the Collateral in the State of Florida and within the County of Okaloosa until such time as the Secured Obligations have been satisfied in full. As of the date of this Agreement, Borrower intends to store the Collateral at the address(es) set forth on Exhibit "B" attached hereto. 6. Collateral Use. The Collateral shall be kept in good order and repair and Borrower will not permit waste or do anything to impair the value of the Collateral or any part thereof or use or permit others to use the Collateral in violation of any insurance policy covering the Collateral or any statute, ordinance or state or federal regulation. Borrower shall give Lender immediate written notice of any damage, destruction, theft, loss or the occurrence of any event which impairs the value of the Collateral. 7. Taxes and Assessments. Borrower will pay promptly when due all taxes, assessments and other charges levied or assessed upon the Collateral or for its use or 4818-7474-6906.1 2 operation or upon this Agreement or upon any or other documents evidencing the Secured Obligations or other obligations of Borrower secured hereby. 8. Collateral Disposition. Until there is an Event of Default hereunder or receipt of contrary instructions from Lender, Borrower may have possession of the Collateral so long as such possession or use is in a lawful manner not inconsistent with this Agreement or with any policy of insurance thereon. Borrower may not sell, assign, sublease or otherwise transfer title to the Collateral unless or until the Secured Obligations are paid in full. 9. Inspection. Lender or its nominee shall have the privilege at any time, upon request, of inspecting during reasonable business hours any of the business properties or premises of Borrower and the books and records of Borrower relating not only to the Collateral, but also those relating to its general business affairs and financial condition of Borrower. Borrower further agrees from time to time to furnish such other reports, data and financial statements, in respect of its business and financial condition, as Lender may reasonably require. 10. Adverse Security Interests and Liens. Except for the security interest herein granted to Lender, Borrower is, or, to the extent that the Collateral will be acquired after the date hereof, will be, the owner of the Collateral free from any and all liens, security interests or encumbrances. Borrower shall not transfer or assign any interest in this Agreement or the Collateral; and Borrower, at Borrower's expense, will defend the Collateral against all claims and demands of all other persons at any time claiming the same or an interest therein. There is no financing statement now on file in any public office covering the Collateral, or intended so to be, or in which Borrower is named or signed as debtor, and Borrower will not execute and there will not be on file in any public office any financing statement or statements covering the Collateral except for the financing statements to be filed for the security interest herein granted to Lender. 11. Insurance. Borrower shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days' prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest, Borrower will provide Lender with such loss payable or other endorsements as Lender may require. If Borrower at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral. Borrower hereby assigns to Lender, its successors and assigns, the proceeds of all such insurance to the extent of the unpaid balance of the Secured Obligations secured hereby; and appoints Lender as its attorney-in-fact to file claims under any such insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Lender or its successors or 4818-7474-6906.1 3 assigns may cancel such insurance at any time and shall receive the return premium, if any, therefor, and may apply such return premium to the purchase of similar insurance or to the balance due on the Secured Obligations secured hereby at its election. The insurance provisions herein contained are in addition to and not in limitation of any other insurance requirements contained in other agreements of Borrower to Lender. 12. Financing