Okaloosa County BOCC — October 2, 2012 — Okaloosa Loan Agreement (Airport Revenues) — reading text

Agreement. 41  ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.01. EVENTS OF DEFAULT DEFINED. The following shall be "Events of Default" under this Loan Agreement and the terms "Event of Default" shall mean (except where the context clearly indicates otherwise), whenever such term is used in this Loan Agreement, any one or more of the following events: (a) Failure by the Public Agency to timely pay any Loan Repayment; (b) Failure by the Public Agency to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Loan Agreement, other than as referred to in Section 8.01(a) or 8.02 hereof, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied, is given to the Public Agency by the Commission, the Bank, the Administrator or the Trustee, unless the Commission, the Bank, the Administrator and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be wholly cured within a period of time not materially detrimental to the rights of the Commission, the Noteholders, the Bank or the Trustee, as the case may be, but cannot be cured within the applicable 30-day period, the Commission, the Bank, the Administrator and the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the Public Agency within the applicable period and diligently pursued until the failure is corrected; (c) Any warranty, representation or other statement by the Public Agency or by an officer or agent of the Public Agency contained in this Loan Agreement or in any instrument furnished in compliance with or in reference to this Loan Agreement is false or misleading in any material adverse respect; (d) A petition is filed against the Public Agency under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and an order for relief is entered or such petition is not dismissed within sixty (60) days of such filing; (e) The Public Agency files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under such law; (f) The Public Agency admits insolvency or bankruptcy or its inability to pay its debts as they become due or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Public Agency or any of its property is appointed by court order or takes possession 42 thereof and such order remains in effect or such possession continues for more than 60 days; or (g) Any Debt of or assumed by the Public Agency (i) is not paid when due nor within any applicable grace period in any agreement or instrument relating to such Debt, (ii) becomes due and payable before its normal maturity by reason of a default or event of default, however described, or (iii) becomes subject to a moratorium. SECTION 8.02. NOTICE OF DEFAULT. (a) The Public Agency agrees to give the Trustee, the Bank, the Administrator and the Commission prompt written notice if any petition, assignment, appointment or possession referred to in Sections 8.01(d), 8.01(e) and 8.01(f) hereof is filed by or against the Public Agency or of the occurrence of any other event or condition which constitutes an Event of Default, or an event or condition which, with the passage of time or the giving of notice or both, would constitute an Event of Default, immediately upon becoming aware of the existence thereof. (b) The Commission or Administrator will notify the Bank on the same Business Day as the Commission becomes aware of the existence of an Event of Default, specifying the nature thereof. SECTION 8.03. REMEDIES ON DEFAULT. Whenever any Event of Default referred to in Section 8.01 hereof shall have happened and be continuing, the Commission, the Bank or the Trustee shall, in addition to any other remedies herein or by law provided, have the right, at its or their option without any further demand or notice, but subject to the right of the Bank to direct the enforcement of remedies pursuant to the Indenture, to (a) declare all Loan Repayments and all other amounts due hereunder (i) to be immediately due and payable without further notice or demand in the case of an Event of Default occurring under Sections 8.01(a), 8.01(d), 8.01(e) or 8.01(f) hereof, and (ii) to be due and payable without further notice or demand on a date which shall be no sooner than ninety (90) days of the date notice is given to the Public Agency in the case of an Event of Default occurring under Sections 8.01(b), 8.01(c) or 8.01(g) hereof, or (b) take such steps and exercise such remedies as provided in Article V of the Indenture, and take whatever other action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its or their rights hereunder. Upon the occurrence of an Event of Default, the Public Agency agrees that the Bank may notify the Commission and the Trustee prior to 1:00 p.m. (New York City time) on the proposed date of issuance of any Notes pursuant to Section 2.06(c)(iv)(A) of the Indenture to discontinue issuing and delivering Notes for the purpose of repaying maturing Notes in an amount equal to the aggregate principal amount of the outstanding Loans to the Public Agency pursuant to Section 3.03(g) of the Indenture; provided, that notwithstanding any such notice, the obligation of the Bank to permit drawings under the 43 Credit Facility shall not terminate with respect to any Notes issued prior to the time provided in this sentence. In connection therewith, the Trustee shall draw on the Credit Facility to repay such maturing Notes and upon the Bank honoring such draw, the Bank may direct the Commission and the Trustee to cause this Loan Agreement to be assigned solely to the Bank. The Bank may also instruct the Trustee to draw on the Credit Facility in an amount equal to the aggregate principal amount of the outstanding Loans to the Public Agency, plus the interest to accrue thereon through the earliest date on which the Trustee will be able to apply the amount drawn to discharge a principal amount of Commercial Paper Notes equal to the principal amount of such Loans and, upon the Bank honoring such draw, the Bank may direct the Commission and the Trustee to cause this Loan Agreement to be assigned solely to the Bank. SECTION 8.04. ATTORNEY'S FEES AND OTHER EXPENSES. The Public Agency shall on demand pay to the Commission, the Bank, the Administrator and the Trustee the reasonable fees and expenses of attorneys (including in connection with any appeal) and other reasonable expenses incurred by any of them in collection of Loan Repayments or any other sums due hereunder or in the enforcement of performance of any other obligations of the Public Agency hereunder upon an Event of Default. The provisions of this Section shall survive the termination and/or assignment of this Loan Agreement and the payment in full of the Public Agency's obligations hereunder. SECTION 8.05. APPLICATION OF MONEYS. Any moneys collected by the Commission, the Bank, the Administrator or the Trustee pursuant to Section 8.03 hereof shall be subject to Section 5.01(e) hereof and Section 3.03(g) of the Indenture and shall be applied (a) first, to pay any attorneys' fees or other expenses owed by the Public Agency to the Trustee or the Bank pursuant to Section 8.04 hereof, (b) second, to pay any interest due on the Loan Amounts, (c) third, to pay principal due on the Loan Amounts, (d) fourth, to pay any other amounts due hereunder, (e) fifth, to pay interest and principal on the Loan Amounts and other amounts payable hereunder but which are not due, as they become due (in the same order, as to amounts which come due simultaneously, as in clauses (a) through (d) in this Section), and (f) sixth, to pay any attorneys' fees owed by the Public Agency to the Commission or the Administrator pursuant to Section 8.04 hereof, pro rata based on the amount of such expenses owed. SECTION 8.06. NO REMEDY EXCLUSIVE; WAIVER, NOTICE. No remedy herein conferred upon or reserved to the Commission, the Bank, the Administrator or the Trustee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Commission, the Bank, the Administrator or the Trustee 44 to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice other than such notice as may be required this Article VIII. SECTION 8.07. ASSIGNMENT TO BANK. After receipt of notice of any such assignment of this Loan Agreement to the Bank pursuant to Section 8.03 hereof, the Public Agency will make all payments required under Article V hereof directly to the Bank, in accordance with the terms hereof and of the Credit Agreement. 45  ARTICLE IX EXCESS FUNDS SECTION 9.01. EXCESS FUNDS. Any amounts remaining in the Trust Estate after (a) full payment of the Commercial Paper Notes or provision for payment thereof so that no Commercial Paper Notes are deemed Outstanding under the Indenture, (b) all amounts owed to the Bank under the Credit Agreement have been paid and the Credit Facility terminated, and (c) all fees, charges and expenses required to be paid pursuant to the Indenture have been paid, shall, after being held for one hundred twenty- three (123) days after such full payment or provision shall have been made and no claim shall have been made thereon, be rebated by the Trustee to Public Agency in an amount certified by the Administrator as being equal to the amount remaining in the Trust Estate (as defined in the Indenture) multiplied by the result of (i) the dollar amount of interest (other than any interest representing that portion of an interest payment reflecting the Bank Rate) theretofore received by the Trustee hereunder, divided by (ii) the total dollar amount of all interest payments theretofore received by the Trustee on all loan agreements outstanding under the Pooled Commercial Paper Loan Program (other than any interest representing that portion of an interest payment reflecting the Bank Rate). 46  ARTICLE X MISCELLANEOUS SECTION 10.01. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or