Okaloosa County BOCC — April 1, 2014 — reading text

(i) At any and all reasonable times, and upon reasonable prior notice, the Bond Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right fully to inspect any and all of the System, including all books, papers and records of the Issuer pertaining to the System and the Bonds, and to take such memoranda from and in regard thereto as may be desired. (j) The Bond Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Bond Indenture contained, the Bond Trustee shall have the right, but shall not be required, to demand, in respect of the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Bond Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Bond Trustee deemed desirable for the purpose of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of any cash, the release of any property or the taking of any other action by the Bond Trustee. (l) Before taking any action under Article VII other than making payments of principal, interest and purchase price on the Bonds as they become due, including causing an acceleration when required by this Bond Indenture, the Bond Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses (including reasonable attorneys fees) which it may incur and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. (m) All moneys received by the Bond Trustee or any Paying Agent shall, until used or applied or invested as provided in this Bond Indenture, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law or by this Bond Indenture. Neither the Bond Trustee nor any Paying Agent shall be under any liability for interest on any moneys received hereunder except as may be otherwise agreed upon. SECTION 8.2. FEES, CHARGES AND EXPENSES OF BOND TRUSTEE AND ANY ADDITIONAL PAYING AGENT. The Bond Trustee shall be entitled to payment and/or reimbursement for reasonable fees and for its services, including its services as Paying Agent and Bond Registrar, and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Bond Trustee in connection with such services. Any additional Paying Agent shall be entitled to payment and reimbursement for its reasonable fees and charges as additional Paying Agent for the Bonds. Upon an event of default, but only upon an event of default, the Bond Trustee and any additional Paying Agent shall have a right of payment prior to payment on account of interest or principal of or premium, if any, on any Bond for the foregoing advances, fees, costs, and expenses incurred; provided that the Bond Trustee and any such Paying Agent shall not have a prior right to payment or claim therefor against (a) moneys held to pay redemption price, including premium, of the Bonds previously called for redemption, or (b) moneys or obligations deposited with or paid to the Bond Trustee for the 42 Packet Pg. 68 redemption or payment of Bonds which are deemed to have been paid in accordance with Article XI hereof. The Issuer shall require the Borrower, pursuant to the Loan Agreement, and the Borrower shall indemnify and hold harmless the Bond Trustee against any liabilities which the Bond Trustee may incur in the exercise and performance of its powers and duties hereunder and under any other agreement referred to herein which are not due to the Bond Trustee's negligence or willful misconduct, and for any reasonable fees and expenses of the Bond Trustee to the extent funds are not available under this Bond Indenture for the payment thereof. The rights of the Bond Trustee under this Section 8.2 shall survive the payment in full of the Bonds and the discharge of this Bond Indenture. When the Bond Trustee incurs expenses or renders services after an event of default specified in Section 7.1 occurs, the reasonable expenses and the compensation for services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under applicable bankruptcy law. SECTION 8.3. NOTICE TO THE ISSUER AND BONDHOLDERS IF DEFAULT OCCURS. If a default occurs of which the Bond Trustee is by subsection (g) of Section 8.1 hereof required to take notice or if notice of default be given as in said subsection (g) provided, then the Bond Trustee shall give written notice thereof by mail to the Issuer and the Borrower and the registered owners of all Bonds then outstanding as shown on the Bond Register. SECTION 8.4. INTERVENTION BY BOND TRUSTEE. In any judicial proceeding to which the Issuer or the Borrower is or are a party and which in the opinion of the Bond Trustee and its counsel has a substantial bearing on the interests of the registered owners of the Bonds, the Bond Trustee may intervene on behalf of the Bondholders and, subject to the provisions of Section 8.1(l), shall do so if requested in writing by the registered owners of at least fifty-one percent (51%) in aggregate principal amount of all Bonds then outstanding. The rights and obligations of the Bond Trustee under this Section are subject to the approval of a court of competent jurisdiction. SECTION 8.5. SUCCESSOR BOND TRUSTEE. Any corporation or association into which the Bond Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided such corporation or association is otherwise eligible under Section 8.6 hereof, shall be and become the successor Bond Trustee hereunder and vested with all of the title to the whole property of the trust estate and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 8.6. BOND TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a Bond Trustee hereunder which shall be a commercial bank or trust company 43 Packet Pg. 69 operating within the State organized under the laws of the United States of America or the State or another state, authorized to exercise corporate trust powers, subject to supervision or examination by federal or state authorities, and having a reported combined capital and surplus of not less than $50,000,000 or assets under administration of not less than $200,000,000. If at any time the Bond Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner provided in Section 8.7 hereof. No resignation or removal of the Bond Trustee and no appointment of a successor Bond Trustee shall become effective until the successor Bond Trustee has accepted its appointment under Section 8.10 hereof. SECTION 8.7. RESIGNATION BY THE BOND TRUSTEE. The Bond Trustee and any successor Bond Trustee may at any time resign from the trusts hereby created by giving written notice to the Issuer and the Borrower and by registered or certified mail to each registered owner of the Bonds then outstanding, as shown by the Bond Register. Such notice to the Issuer and the Borrower may be served personally or sent by registered or certified mail. SECTION 8.8. REMOVAL OF THE BOND TRUSTEE. The Bond Trustee may be removed at any time, by an instrument or concurrent instruments in writing delivered to the Bond Trustee and the Issuer, and signed by the registered owners of not less than a majority in aggregate principal amount of the Bonds then outstanding. So long as no event of default has occurred and is continuing under this Bond Indenture or the Loan Agreement and no event shall have occurred which with the passage of time or the giving of notice or both would become such an event of default under this Bond Indenture or the Loan Agreement, the Bond Trustee may also be removed at any time by an instrument in writing signed by the Issuer, upon the written request of the Borrower, and delivered to the Bond Trustee. The foregoing notwithstanding, the Bond Trustee may not be removed by the Issuer unless written notice of the delivery of such instrument or instruments signed by the Issuer is mailed to the owners of all Bonds outstanding under this Bond Indenture, which notice indicates the Bond Trustee will be removed for cause (including maintaining non-competitive fees) and replaced by the successor trustee named in such notice, such removal and replacement to become effective on the 90th day next succeeding the date of such notice, unless the owners of not less than 10% in aggregate principal amount of such Bonds then outstanding under this Bond Indenture shall object in writing to such removal and replacement. Such notice shall be mailed by first class mail, postage prepaid, to the owners of all such Bonds then outstanding at the address of such owners then shown on the Bond Register. SECTION 8.9. APPOINTMENT OF SUCCESSOR BOND TRUSTEE BY THE BONDHOLDERS; TEMPORARY BOND TRUSTEE. In case the Bond Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the process of dissolution or liquidation, or otherwise becomes incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of the Bonds then outstanding by an instrument or concurrent instruments in writing signed by such registered owners, or by their attorneys in fact, duly authorized; provided, nevertheless, that in case of such vacancy the Issuer by an instrument executed and signed by its Clerk or Deputy Clerk, or other designated officer of the Issuer under its seal, may appoint a temporary Bond Trustee to fill such vacancy until a successor Bond Trustee shall be appointed by the 44 Packet Pg. 70 Bondholders in the manner above provided; and any such temporary Bond Trustee so appointed by the Issuer shall immediately and without further action be superseded by the successor Bond Trustee so appointed by such Bondholders. The Issuer agrees to follow the direction of the Borrower in appointing a temporary Bond Trustee unless the Issuer shall have a reasonable objection to the entity selected by the Borrower. If a successor Bond Trustee has not been appointed or has not accepted such appointment within thirty days of notice of resignation or removal of the Bond Trustee, the Bond Trustee may apply to a court of