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

agreement, covenant, representations or warranty of the Public Agency set forth in this Loan Agreement or any document delivered pursuant hereto or in connection herewith. (ii) In addition, to the extent allowed by law, the Public Agency will reimburse all other Public Agencies participating in the Pooled Commercial Paper Program to the extent the Public Agency has committed any act or failed to commit an act and the result of such action or failure to act is that the cost of participating in the Pooled Commercial Paper Program of such Public Agencies is increased. Such reimbursement includes, without limitation, any increased costs incurred by other participating Public Agencies as a result of the Public Agency failing to make a Repayment or any other payment hereunder when due. (iii) The provisions of this Section 6.06(e) shall survive the termination of this Loan Agreement. (f) Further Assurance. The Public Agency shall execute and deliver to the Commission, the Administrator, the Bank or the Trustee, as the case may be, all such documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Trustee, the Administrator, the Bank or the Commission to enable the Trustee, the Administrator, the Bank or the Commission to exercise and enforce its rights under this Loan Agreement, and to validate, preserve and protect the position of the Trustee, the Administrator, the Bank and the Commission under this Loan Agreement. (g) Use of the Projects. The Public Agency will not use the Projects or suffer or permit the Projects to be used in any manner or to any extent which would result in the loss of the exclusion of interest on the Commercial Paper Notes from gross income for federal income tax purposes pursuant to the Code. (h) Special Covenants. The Public Agency agrees to fully comply with any additional covenants required by the Bank or the Commission with respect to a particular Loan which shall be provided in a certificate or in a resolution adopted by the Public Agency approving the Loan relating thereto, the terms of which are incorporated herein 37 by reference. Such covenants may be established, terminated or modified at any time with the written consent of the Bank. (i) Compliance with Laws, etc. The Public Agency shall comply with the requirements of all applicable laws, the terms of all grants, rules, regulations and orders of any governmental authority, non-compliance with which would, singly or in the aggregate, materially adversely affect its business, properties, earnings, prospects or credit, unless the same shall be contested by it in good faith and by appropriate proceedings which shall operate to stay the enforcement thereof. (j) Tax Exempt Status of Commercial Paper Notes. (i) The Commission and the Public Agency understand that it is the intention hereof that the interest on the Commercial Paper Notes be excluded from the gross income of the Holders thereof for federal income tax purposes. In furtherance thereof, the Public Agency agrees that so long as any Loans are Outstanding under this Agreement it will take all action within its control which is necessary in order for the interest on the Commercial Paper Notes to be excluded from gross income for purposes of federal income taxation (other than those Series B Notes held by a person who is deemed a "substantial user" of a Project or a "related person" to a "substantial user" of a Project within the meaning of Section 147(a) of the Code) and shall refrain from taking any action which results in such interest becoming so taxable. (ii) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Commercial Paper Notes the Public Agency shall comply with each requirement of the Code applicable to the Loan Amounts. In furtherance of the covenant contained in the preceding sentence, the Public Agency shall execute an Arbitrage Certificate for each Loan and shall comply with all the terms and conditions thereof. Such Arbitrage Certificate shall be deemed to be reexecuted and reaffirmed as of the date of each subsequent delivery of Series A Notes or Series B Notes, the proceeds of which are used to pay the principal of Series A Notes or Series B Notes, which financed or refinanced such Loan unless and until the Public Agency shall furnish the Administrator and Bond Counsel a new Arbitrage Certificate or a supplement or modification to the existing one. The Public Agency shall set forth in each of its Arbitrage Certificates its reasonable expectations on the date of delivery of such Arbitrage Certificate as to compliance with the relevant requirements of Section 103 and Sections 141 through 150 of the Code and as to the relevant facts, estimates and circumstances relating to the use of proceeds of a Loan, and any other matters deemed relevant by Bond Counsel. The facts, estimates and circumstances set forth in each such Arbitrage Certificate will be, to the best knowledge of an Authorized Officer of the Public Agency, true and correct as of 38  the date thereof. The Public Agency shall inform Bond Counsel of any change in the facts, estimates and circumstances contained in any Arbitrage Certificate. (iii) So long as necessary in order to maintain the exclusion, if any, from gross income of interest on the Commercial Paper Notes for federal income tax purposes (other than those Series B Notes held by a person who is deemed a "substantial user" of a Project or a "related person" to a "substantial user" of a Project within the meaning of Section 147(a) of the Code), the covenants contained in this Section shall survive the payments of the Commercial Paper Notes and the interest thereon, including any payment or defeasance thereof. (iv) The Public Agency shall not take or permit any action or fail to take any action so long as any Loans are Outstanding under this Agreement which would cause the Commercial Paper Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. (v) The Public Agency covenants to provide the Administrator with all material and information necessary to enable the Administrator to file all reports required under the Code. (vi) The Public Agency shall make any and all payments required to be made to the United States Department of the Treasury in connection with the Loan Amounts pursuant to Section 148(f) of the Code. (k) Agreement Re: Contingency Account. The Public Agency agrees on the Commencement Date to execute the Agreement Re: Contingency Account substantially in the form attached hereto as Exhibit E. The Public Agency agrees to comply with the terms of the aforementioned Agreement and to make such amendments to the Agreement as shall be reasonably requested to ensure the prompt payment of the Loan Repayments; provided, however, no amendment may be made without the prior written consent of the Bank. (l) Airport Indenture Compliance. The Public Agency agrees to comply in all respects with the provisions of the Airport Indenture. (m) Additional Indebtedness. No additional indebtedness (excluding Loans hereunder), payable on a parity or senior basis with the Loans then outstanding pursuant to this Loan Agreement, shall be issued unless the Public Agency certifies to the Bank and the Administrator that the aggregate amount of Net Revenues for the immediately preceding fiscal year equals at least 100% of the maximum annual debt service requirement on all outstanding Loans and other indebtedness of the Public Agency which is payable from the Net Revenues and the proposed additional indebtedness. The Public Agency may issue such additional indebtedness for any one or more of the following purposes: (i) financing the cost of lawful capital improvements, or the completion 39 thereof, or (ii) refunding any or all indebtedness of the Public Agency. The Public Agency covenants and agrees to use its best efforts to issue additional indebtedness to refund the initial Loan made hereunder within five (5) years of the date of such Loan. (n) Rates Fees and Charges. The Public Agency shall fix, establish, maintain and collect such rates, fees and charges and revise the same from time to time, whenever necessary, as will always provide in each fiscal year Net Revenues adequate at all times to pay in each fiscal year at least 100% of the annual debt service becoming due in such fiscal year on outstanding Senior Obligations and the Loans. (o) Assumptions. For purposes of the covenants in (m) and (n) above, Loans shall be assumed to bear interest at the higher of 6.00% per annum and the actual interest rate borne during the month immediately preceding the date of calculation. For purposes of calculating annual debt service on Loans under (m) and (n) above, the Loans shall be assumed to be fully funded and amortized over 30 years at the interest rate described in this paragraph. In addition, in determining "Net Revenues" for the covenants set forth in (m) and (n) above, "Operation and Maintenance Expenses" shall specifically include all "transfers out" as reported in the Public Agency's financial statements under "Airport Enterprise Fund Statement of Revenues, Expenses and Changes in Equity." 40  ARTICLE VII ASSIGNMENT AND PAYMENT BY THIRD PARTIES SECTION 7.01. ASSIGNMENT BY COMMISSION. This Loan Agreement and the obligations of the Public Agency to make payments hereunder may be assigned and reassigned by the Commission in whole or in part to one or more assignees or subassignees at any time subsequent to its execution without the necessity of obtaining the consent of the Public Agency. Any assignment by the Commission shall be subject to the prior written consent of the Bank, except in the case of an assignment to the Trustee. The Public Agency expressly acknowledges that this Loan Agreement and the obligations of the Public Agency to make payments hereunder (with the exception of the Commission's rights to reimbursement, indemnification, fees and expenses), have been pledged and assigned to the Trustee and the Bank under the Indenture as security for the holders of the Commercial Paper Notes and the Bank and that the Trustee shall be entitled to act hereunder in the place and stead of the Commission whether or not any of the Commercial Paper Notes or this Loan Agreement are in default. In addition, the Public Agency acknowledges that the Commission has appointed an Administrator which shall be entitled to act hereunder in the place and stead of the Commission, but only to the extent of such appointment. SECTION 7.02. ASSIGNMENT BY PUBLIC AGENCY. This Loan Agreement may not be assigned by the Public Agency for any reason without the express prior written consent of the Commission, the Administrator, the Bank and the Trustee, except in the case of an assignment to the Bank in accordance with Section 8.03 hereof and Section 10.05 of the Indenture. After receipt of notice of any such assignment of this Loan Agreement to the Bank, 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