Okaloosa County BOCC — April 1, 2014 — reading text

competent jurisdiction for the appointment of a successor Bond Trustee, and the costs, expenses and attorney's fees which are incurred in connection with such proceeding shall be paid as provided in Section 8.2 hereof. SECTION 8.10. CONCERNING ANY SUCCESSOR BOND TRUSTEES. Every successor Bond Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the Written Request of the Issuer, or of its successor, execute and deliver an instrument transferring to such successor Bond Trustee all the estates, properties, rights, powers and trusts of such predecessor hereunder and under the Tax Exemption Agreement; and every predecessor Bond Trustee shall deliver all securities and moneys held by it as Bond Trustee hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor Bond Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. The resignation of any Bond Trustee and the instrument or instruments removing any Bond Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed and/or recorded by the successor Bond Trustee in each recording office, if any, where this Bond Indenture shall have been filed and/or recorded. Notice of the appointment of any successor Bond Trustee hereunder shall be given by such successor Bond Trustee to each Rating Agency at such time maintaining a rating with respect to the Bonds pursuant to Section 13.5 hereof. SECTION 8.11. BOND TRUSTEE PROTECTED IN RELYING UPON RESOLUTION, ETC. The resolutions, opinions, certificates and other instruments provided for in this Bond Indenture may be accepted by the Bond Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Bond Trustee for the withdrawal of cash hereunder, upon receipt of written consent from the registered owners of at least fifty-one percent (51%) in aggregate principal amount of all Bonds then Outstanding. SECTION 8.12. SUCCESSOR BOND TRUSTEE AS BOND TRUSTEE OF FUNDS, PAYING AGENT AND BOND REGISTRAR. In the event of a change in the office of the Bond Trustee, the predecessor Bond Trustee which has resigned or been removed shall cease to be Bond Trustee of the Bond Sinking Fund, Project Fund, Redemption Fund, Expense Fund and any other trust funds provided hereunder and shall cease to be the Bond Registrar and 45 Packet Pg. 71 Paying Agent for the principal of, premium, if any, and interest on the Bonds, and the successor Bond Trustee shall become such Bond Trustee, Bond Registrar and Paying Agent unless a separate Paying Agent or Agents are appointed by the Issuer in connection with the appointment of any successor Bond Trustee. SECTION 8.13. PAYING AGENTS; APPOINTMENT AND ACCEPTANCE OF DUTIES; REMOVAL. (a) The Bond Trustee is hereby designated and agrees to act as principal Paying Agent and as Bond Registrar for and in respect of the Bonds. (b) The Issuer may appoint one or more additional Paying Agents for the Bonds. Any such Paying Agent shall be a commercial bank with trust powers or trust company organized under the laws of the United States of America or one of the states thereof. Each Paying Agent other than the Bond Trustee shall signify its acceptance of the duties and obligations imposed upon it by this Bond Indenture by executing and delivering to the Issuer and the Bond Trustee a written acceptance thereof. The Issuer may remove any Paying Agent other than the Bond Trustee and any successors thereto, and appoint a successor or successors thereto; provided that any such Paying Agent designated by the Issuer shall continue to be a Paying Agent of the Issuer for the purpose of paying the principal of, premium, if any, and interest on the Bonds until the designation of a successor as such Paying Agent. Each Paying Agent is hereby authorized to pay or redeem Bonds when duly presented to it for payment or redemption, which Bonds shall thereafter be delivered to the Bond Trustee for cancellation. 46 Packet Pg. 72  ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF BONDHOLDERS. The Issuer and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders, enter into an indenture or indentures supplemental to this Bond Indenture, as shall not be inconsistent with the terms and provisions hereof, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Bond Indenture; (b) to grant to or confer upon the Bond Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Bondholders and the Bond Trustee, or either of them; (c) to assign and pledge under this Bond Indenture additional revenues, properties or collateral; (d) to evidence the appointment of a separate bond trustee or the succession of a new bond trustee hereunder; (e) to modify, amend or supplement this Bond Indenture or any indenture supplemental hereto in such manner as to permit the qualification of this Bond Indenture under the Trust Indenture Act of 1939, as then amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any state of the United States of America; (f) to modify, amend or supplement this Bond Indenture or any indenture supplemental hereto in such manner as to permit the issuance of coupon Bonds of any Series hereunder and to permit the exchange of Bonds from fully registered form to coupon form and vice versa; (g) to provide for the refunding or advance refunding of the Bonds, including the right to establish and administer an escrow fund and to take related action in connection therewith; (h) to modify, amend or supplement this Bond Indenture or any indenture supplemental hereto in such manner as to permit certificated Bonds; (i) to modify, amend or supplement this Bond Indenture or any indenture supplemental hereto in such manner as to permit continued compliance with the Tax Exemption Agreement; (j) to modify, amend or supplement the provisions hereof in any other way which the Bond Trustee has determined (which determination may be based on such opinions of Independent Counsel and factual certificates as the Bond Trustee deems necessary) does not materially adversely affect the rights or interests of any Bondholder. The Bond Trustee shall be 47 Packet Pg. 73 entitled to rely upon an opinion of Bond Counsel in reaching the determination pursuant to this paragraph (j); or (k) to make necessary or advisable amendments or additions in connection with the issuance of Additional Bonds in accordance herewith, or with the incurrence of Additional Indebtedness in accordance with the Loan Agreement, which do not adversely affect the interests of the Bondholders. The Issuer and the Bond Trustee may not enter into an indenture or indentures supplemental to this Bond Indenture pursuant to paragraph (f) of this Section 9.1 unless the Issuer and the Bond Trustee shall have received an Opinion of Bond Counsel to the effect that the issuance of coupon Bonds will not adversely affect the validity of such Bonds or any exemption from federal income tax to which the interest on the Bonds would otherwise be entitled. If at any time the Borrower shall request the Issuer and the Bond Trustee to consent to any amendment pursuant to subsection (i) above, the Bond Trustee shall cause notice of the proposed execution of such amendment, change or modification to the Bond Indenture to be given to each Rating Agency then maintaining a rating on the Bonds by first class mail, postage prepaid, at least 10 days prior to the execution of such amendment, change or modification to the Bond Indenture, which notice shall include a copy of the proposed amendment, change or modification. In addition, if at any time the Borrower shall request the Issuer and the Bond Trustee to consent to any amendment pursuant to this Section, the Bond Trustee shall cause a copy of such amendment, change or modification to be mailed to each Rating Agency then maintaining a rating on the Bonds upon the execution and delivery of such amendment, change or modification. SECTION 9.2. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BONDHOLDERS. In addition to supplemental indentures covered by Section 9.1 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the holders of not less than a majority in aggregate principal amount of the Bonds which are outstanding hereunder at the time of the execution of such indenture or supplemental indenture shall have the right, from time to time, anything contained in this Bond Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Bond Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Bond Indenture or any supplemental indenture; provided, however, that nothing in this Section or in Section 9.1 hereof contained shall permit, or be construed as permitting, (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holders of such Bonds, (b) a reduction in the amount or extension of the time of any payment required to be made to or from the Bond Sinking Fund provided herein, without the consent of the holders of all the Bonds at the time outstanding, (c) a reduction in the aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding, or (d) the 48 Packet Pg. 74 modification of the rights, duties or immunities of the Bond Trustee without the written consent of the Bond Trustee. If at any time the Issuer shall request the Bond Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Bond Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by