Okaloosa County BOCC — April 1, 2014 — reading text

Redemption Period (Both Dates Inclusive) Redemption Price 27 Packet Pg. 53  (b) Any Series 2014 Bonds which are Borrower Bonds are subject to redemption in whole or in part (in an Authorized Denomination) prior to their Maturity Date at the option of the Borrower out of amounts deposited in the Redemption Fund by the Borrower, in whole or in part (and if in part, in an Authorized Denomination) on any Business Day while such Series 2014 Bonds are Borrower Bonds at a redemption price equal to 100% of the principal amount thereof plus accrued interest, if any, to the redemption date. SECTION 5.3. PURCHASE IN LIEU OF REDEMPTION. In lieu of an optional redemption and cancellation of Bonds, Bonds may be purchased by the Trustee on behalf of the Issuer at the direction of the Borrower for the premiums set forth in Section 5.2 hereof and either (i) cancelled, or (ii) remarketed. Notice and selection of Bonds being purchased pursuant to the provisions of this Section 5.3 shall be given/selected in the same manner as the notice and selection of Bonds called for optional redemption; provided, that the notice provided for in Section 5.4 hereof shall be modified as necessary to reflect a purchase in lieu of redemption. SECTION 5.4. NOTICE OF REDEMPTION; CONDITIONAL NOTICE. (a) Except as hereinafter provided, a copy of the notice of the call for any such redemption identifying the Bonds to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed at their addresses as shown on the Bond Register not less than thirty (30) days or more than sixty (60) days prior to the redemption date. Except for mandatory Bond Sinking Fund redemptions, prior to the date that the redemption notice is first given as aforesaid, funds shall be placed with the Bond Trustee to pay the principal of such Bonds, any premium thereon and accrued interest thereon to the redemption date, or such notice shall state that any redemption is conditional on such funds being deposited with the Bond Trustee on the redemption date and that a failure to make such deposit shall not constitute an event of default hereunder. (b) Failure to give notice in the manner prescribed hereunder with respect to any Bond, or any defect in such notice, shall not affect the validity of the proceedings for redemption for any Bond with respect to which notice was properly given. Upon the happening of the above conditions and if sufficient moneys are on deposit with the Bond Trustee on the applicable redemption date to redeem the Bonds to be redeemed and to pay interest due thereon and premium, if any, the Bonds thus called shall not after the applicable redemption date bear interest, be protected by this Bond Indenture or be deemed to be outstanding under the provisions of this Bond Indenture. The Bond Trustee shall redeem, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and unpaid thereon and premium, if any, as will exhaust as nearly as practicable such funds. At the direction of the Borrower, such funds may be invested in United States Government Obligations until needed for redemption payout. (c) Notwithstanding the foregoing, so long as Bonds are subject to the book-entry only system of registration, such notice shall only be sent to the corresponding securities depository (which shall initially be DTC) and such notice may be sent by means of facsimile or any other means acceptable to the securities depository. 28 Packet Pg. 54  (d) If any Bond is transferred or exchanged on the Bond Register by the Bond Registrar after notice has been given calling such Bond for redemption, the Bond Registrar will attach a copy of such notice to the Bond issued in connection with such transfer. SECTION 5.5. METHOD OF SELECTING BONDS IN CASE OF PARTIAL REDEMPTION. In the event that less than all of the Outstanding Bonds or portions thereof shall be redeemed, the maturities of the Bonds to be redeemed shall be designated by the Borrower and, if not so designated, the Bonds to be redeemed shall be redeemed in inverse order of maturity. If less than all Bonds or portions thereof of a single maturity are to be redeemed, they shall be selected by lot in such manner as the Bond Trustee may determine (subject to Section 5.1(d) hereof). In case a Bond is of a denomination larger than an Authorized Denomination, a portion of such Bond may be redeemed, but Bonds shall be redeemed only in the principal amount of an Authorized Denomination each or any integral multiple thereof. Upon surrender of any Bond for redemption in part only, the Issuer shall execute and the Bond Trustee shall authenticate and deliver to the owner thereof, at the expense of the Borrower, a new Bond or Bonds of the same maturity of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. SECTION 5.6. BONDS DUE AND PAYABLE ON REDEMPTION DATE; INTEREST CEASES TO ACCRUE. Except as otherwise provided in Section 5.1 hereof, on or before the Business Day prior to the redemption date specified in the notice of redemption, an amount of money which together with all amounts then on deposit in the Bond Sinking Fund or Redemption Fund as appropriate and available for redemption of the Bonds shall be sufficient to redeem all Bonds called for redemption at the appropriate redemption price, including accrued interest to the date fixed for redemption, shall be paid to the Bond Trustee for deposit in the Bond Sinking Fund or Redemption Fund, as appropriate. On the redemption date the principal amount of each Bond to be redeemed, together with the accrued interest thereon to such date and redemption premium, if any, shall become due and payable; and from and after such date, notice having been given and the deposit having been made in accordance with the provisions of this Article V, then, notwithstanding that any Bonds called for redemption shall not have been surrendered, no further interest shall accrue on any such Bonds. From and after such date of redemption (such notice having been given and such deposit having been made), the Bonds to be redeemed shall not be deemed to be Outstanding hereunder, and the Issuer shall be under no further liability in respect thereof. SECTION 5.7. CANCELLATION. All Bonds which have been redeemed shall be cancelled and cremated or otherwise destroyed by the Bond Trustee and shall not be reissued and a counterpart of the certificate of cremation or other destruction evidencing such cremation or other destruction shall be furnished by the Bond Trustee to the Issuer and the Borrower; provided, however, that one or more new Bonds shall be issued for the unredeemed portion of any Bond without charge to the holder thereof. 29 Packet Pg. 55  ARTICLE VI GENERAL COVENANTS SECTION 6.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. Subject to the limited source of payment hereinafter referred to, the Issuer covenants that it will promptly pay the principal of, premium, if any, and interest on every Bond issued under this Bond Indenture at the place, on the dates and in the manner provided herein and in said Bond according to the true intent and meaning thereof. The principal of and interest and premium, if any, on the Bonds are payable solely from payments or prepayments by the Borrower under the Loan Agreement, which payments are hereby specifically assigned and pledged to the payment of the Bonds in the manner and to the extent herein specified, and nothing in the Bonds or in this Bond Indenture shall be considered as assigning or pledging any other funds or assets of the Issuer (except the moneys and the Loan Agreement pledged under this Bond Indenture). SECTION 6.2. PERFORMANCE OF COVENANTS; LEGAL AUTHORIZATION. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Bond Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings of its members pertaining thereto. The Issuer shall not be required to perform any undertaking or to execute any instrument pursuant to the provisions hereof until it shall have been requested to do so by the Borrower or the Bond Trustee, or shall have received the instrument to be executed and, at the option of the Issuer, shall have received from the party requesting such performance or execution assurance satisfactory to the Issuer that the Issuer shall be reimbursed for its reasonable expenses incurred or to be incurred in connection with such performance or execution. The Issuer represents that it is duly authorized under the Constitution and laws of the State to issue the Bonds authorized hereby, to execute this Bond Indenture, to assign the Loan Agreement and payments thereunder under this Bond Indenture in the manner and to the extent herein set forth; all action on its part for the issuance of the Bonds and the execution and delivery of this Bond Indenture has been taken; and the Bonds in the hands of the holders thereof as shown on the Bond Register are and will be valid and enforceable obligations of the Issuer according to the import thereof. SECTION 6.3. OWNERSHIP; INSTRUMENTS OF FURTHER ASSURANCE. The Issuer represents that the pledge and assignment of its interest in the Loan Agreement (other than the Unassigned Rights) to the Bond Trustee hereby made are valid. The Issuer covenants that it will defend, at the sole cost of the Borrower, its interest in the Loan Agreement and the assignment thereof to the Bond Trustee, for the benefit of the holders of the Bonds against the claims and demands of all Persons whomsoever. The Issuer covenants that, at the sole cost of the Borrower, it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Bond Trustee may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Bond Trustee, the Loan Agreement and all payments thereon and thereunder pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. 30 Packet Pg. 56  SECTION 6.4. RECORDING AND FILING. The Issuer covenants that, solely from additional amounts payable as provided in Section 4.8 of the Loan Agreement, it will cause, if necessary, this Bond Indenture and all supplements hereto and the Loan Agreement and all supplements thereto, and all related financing statements, to be kept, recorded and filed in such manner and in such places as may be required by law in order to preserve and protect fully the security of the holders of the Bonds and the rights of the Bond Trustee hereunder. SECTION 6.5. BOOKS AND RECORDS. The Issuer covenants that so long as any Bonds are outstanding