Okaloosa County BOCC — April 1, 2014 — reading text

and unpaid, to the extent of its financial dealings or transactions in relation to the Borrower and the amounts derived from the Loan Agreement pledged under this Bond Indenture, it will cause the Bond Trustee to keep, or cause to be kept, proper records and accounts and the Bond Trustee hereby agrees to keep such records and provide the same to the Issuer and Borrower upon reasonable request. Such records and accounts shall at all times be open for any lawful purpose to the inspection of such accountants or other agencies as the Bond Trustee may from time to time designate. SECTION 6.6. LIST OF BONDHOLDERS. The Bond Registrar will keep on file at its office the Bond Register, indicating the names and addresses of the holders of the Bonds and the serial numbers of such Bonds held by each of such holders. At reasonable times and under reasonable regulations established by the Bond Registrar, the Bond Register may be inspected and copied by the Borrower, the Issuer or by the authorized representative of any holder or holders of ten percent (10%) or more in outstanding principal amount of the Bonds, such ownership and the authority of any such designated representatives to be evidenced to the satisfaction of the Bond Registrar. SECTION 6.7. RIGHTS UNDER THE LOAN AGREEMENT. The Issuer agrees that the Bond Trustee in its own name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Borrower under and pursuant to the Loan Agreement for and on behalf of the Bondholders (other than the Unassigned Rights), whether or not the Issuer is in default hereunder. SECTION 6.8. DESIGNATION OF ADDITIONAL PAYING AGENTS. The Issuer may, in its discretion (but only with the prior consent of the Borrower), cause the necessary arrangements to be made through the Bond Trustee and to be thereafter continued for the designation of alternate Paying Agents and for the making available of funds hereunder for the payment of such of the Bonds as shall be presented when due at the principal corporate trust office of the Bond Trustee, or its successor in trust hereunder, or at the principal corporate trust office of said alternate Paying Agents. SECTION 6.9. ARBITRAGE; COMPLIANCE WITH TAX EXEMPTION AGREEMENT. The Issuer covenants and agrees that it will not take any action or fail to take any action with respect to the investment of the proceeds of any Bonds issued under this Bond Indenture (regardless of the source thereof and whether or not held under this Bond Indenture) or with respect to the payments derived from the Loan Agreement or any other moneys regardless of source or where held which may, notwithstanding compliance with the other provisions of this Bond Indenture, the Loan Agreement and the Tax Exemption Agreement, result in constituting the Series 2014A Bonds "arbitrage bonds" within the meaning of such term as used in Section 31 Packet Pg. 57 148 of the Code. The Issuer further covenants and agrees that it will comply with and take all actions required by the Tax Exemption Agreement. 32 Packet Pg. 58  ARTICLE VII EVENTS OF DEFAULT AND REMEDIES SECTION 7.1. EVENTS OF DEFAULT. Each of the following events is hereby declared an "event of default:" (a) payment of any installment of interest on any of the Bonds (other than Borrower Bonds) shall not be made when the same shall become due and payable; or (b) payment of the principal of or the redemption premiums, if any, on any of the Bonds (other than Borrower Bonds) shall not be made when the same shall become due and payable, either at maturity, by proceedings for redemption or through failure to make any payment to any Fund hereunder or otherwise; or (c) the Issuer shall for any reason be rendered incapable of fulfilling its obligations hereunder; or (d) an order or decree shall be entered, appointing a receiver, receivers, custodian or custodians for any of the revenues of the Issuer, or approving a petition filed against the Issuer seeking reorganization of the Issuer under the federal bankruptcy laws or any other similar law or statute of the United States of America or any state thereof, or if any such order or decree, having been entered without the consent or acquiescence of the Issuer, shall not be vacated or discharged or stayed on appeal within sixty (60) days after the entry thereof; or (e) any proceeding shall be instituted, with the consent or acquiescence of the Issuer, or any plan shall be entered into by the Issuer, for the purpose of effecting a compromise between the Issuer and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or State statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from any part or all of the trust estate, including money derived by the Issuer under this Bond Indenture or the Loan Agreement (other than Unassigned Rights); or (f) the Issuer (i) files a petition in bankruptcy under the applicable title of the United States Code, as amended, (ii) makes an assignment for the benefit of its creditors, (iii) consents to the appointment of a receiver, custodian or trustee for itself or for the whole or any part of the trust estate, or (iv) is generally not paying its debts as such debts become due; or (g) (i) the Issuer is adjudged insolvent by a court of competent jurisdiction, (ii) on a petition in bankruptcy filed against the Issuer it is adjudged a bankrupt, or (iii) an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiver, custodian or trustee of the Issuer or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof; or (h) the Issuer shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or 33 Packet Pg. 59  (i) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Issuer or of the whole or any substantial part of its property, and such custody or control shall not be terminated within thirty (30) days from the date of assumption of such custody or control; or (j) any event of default under the Loan Agreement shall occur and such event of default shall be continuing from and after the date the Issuer (or the Bond Trustee, as assignee of the Issuer) is entitled under the Loan Agreement to declare all amounts under the Loan Agreement to be immediately due and payable; or (k) the Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Bond Indenture or in any indenture supplemental hereto on the part of the Issuer to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Issuer, the Bond Trustee and the Borrower by the Bond Trustee, which notice the Bond Trustee may give in its discretion and must give at the request of the owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding hereunder; provided, that, if such default cannot with due diligence and dispatch be wholly cured within thirty (30) days but can be wholly cured, the failure of the Issuer to remedy such default within such 30-day period shall not constitute a default hereunder if the Issuer shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, shall thereafter prosecute and complete the same with due diligence and dispatch; or (l) the Issuer, the Borrower or the Bond Trustee shall default in the performance of any covenant, condition, agreement or provision of the Tax Exemption Agreement, and such default shall continue for a period of thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the party in default; provided, that if such default cannot with due diligence and dispatch be wholly cured within thirty (30) days but can be wholly cured, the failure of the Issuer, the Borrower or the Bond Trustee to remedy such default within such 30-day period shall not constitute a default hereunder if any of the foregoing shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, shall thereafter prosecute and complete the same with due diligence and dispatch. SECTION 7.2. ACCELERATION. Anything in this Bond Indenture to the contrary notwithstanding, (a) upon the occurrence of an event of default specified in subsection (c) through (l) of Section 7.1 hereof the Bond Trustee may, without any action on the part of the Bondholders, or (b) upon the occurrence of an event of default specified in subsection (c) through (l) of Section 7.1 hereof and the written request of the owners of not less than 51% in principal amount of the Bonds then outstanding hereunder (exclusive of Borrower Bonds and any Bonds the registered owner of which is the Issuer), and upon being indemnified to its satisfaction as provided in Section 8.1(l) hereof, the Bond Trustee shall, or (c) upon the occurrence and continuance of an event of default specified in subsection (a) or (b) of Section 7.1 hereof, the Bond Trustee shall, within each such case by notice in writing delivered to the Issuer and the Borrower, declare the entire principal amount of the Bonds then outstanding hereunder and the interest accrued thereon immediately due and payable, and the entire principal 34 Packet Pg. 60 and interest shall thereupon become and be immediately due and payable, subject, however, to the provisions of Section 7.10 hereof with respect to waivers of events of default. The Bond Trustee shall give notice thereof by first class mail, postage prepaid, to all owners of Outstanding Bonds; provided, however, that the giving of such notice shall not be considered a precondition to the Bond Trustee declaring the entire principal amount of the Bonds then outstanding and the interest accrued thereon immediately due and payable. The Bonds shall cease to accrue interest on the date of acceleration if they are paid on such date. SECTION 7.3. REMEDIES; RIGHTS OF BONDHOLDERS. (a) Upon the occurrence of any event of default the Bond Trustee may take whatever action at law or in equity it deems necessary or desirable (i) to collect any amounts then due under this Bond Indenture, the Bonds or the Loan Agreement, (ii) to enforce performance of any obligation, agreement or covenant of the Issuer under this Bond Indenture or the Bonds, of the Borrower under the Loan