Okaloosa County BOCC — April 1, 2014 — reading text

registered or certified mail to the registered owners of the Bonds at their addresses as the same shall appear on the Bond Register. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the designated corporate trust office of the Bond Trustee for inspection by all Bondholders. The Bond Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such supplemental indenture when consented to and approved as provided in this Section. If 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 any such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Bond Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Bond Indenture shall be and be deemed to be modified and amended in accordance therewith. If at any time the Borrower shall request the Issuer and the Bond Trustee to consent to any amendment, change or modification of this Bond Indenture pursuant to this Section 9.2, the Bond Trustee shall cause notice of the proposed execution of such amendment, change or modification to this Bond Indenture to be given to each Rating Agency maintaining a rating on the Bonds in the manner provided in Section 13.5 hereof at least 10 days prior to the execution of such amendment, change or modification to this Bond Indenture, which notice shall include a copy of the proposed amendment, change or modification to this Bond Indenture. 49 Packet Pg. 75  ARTICLE X AMENDMENTS, ETC. TO BORROWER'S DOCUMENTS SECTION 10.1. AMENDMENTS TO THE BORROWER'S DOCUMENTS NOT REQUIRING CONSENT. The Issuer, the Borrower and the Bond Trustee may, without the consent of or notice to the holders of the Bonds, consent to any amendment, change or modification of the Loan Agreement as may be required (i) by the provisions of the Loan Agreement and this Bond Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, (iii) for the purpose of complying with the provisions of the Tax Exemption Agreement, (iv) to make necessary or advisable amendments or additions in connection with the issuance of Additional Indebtedness in accordance with the Loan Agreement; or (v) in connection with any other change therein which, in the judgment of the Bond Trustee (which judgment 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 of the Bond Trustee or the owners of the Bonds; provided, however, that nothing in this Section 10.1 shall permit, or be construed as permitting, any amendment, change or modification of the Loan Agreement that may result in anything described in the lettered clauses of Section 9.2 hereof, without the consent of each Bondholder affected. SECTION 10.2. AMENDMENTS TO THE BORROWER'S DOCUMENTS REQUIRING CONSENT OF BONDHOLDERS. Except for the amendments, changes or modifications as provided in Section 10.1 hereof, neither the Issuer nor the Bond Trustee shall consent to any other amendment, change or modification of the Loan Agreement without the written approval or consent of the holders of not less than a majority in aggregate principal amount of the Bonds which are outstanding hereunder at the time of execution of any such amendment, change or modification; provided, however, that no such amendment, change or modification shall ever affect the obligation of the Borrower to make payments under the Loan Agreement as they become due and payable. If at any time the Issuer or the Borrower shall request the consent of the Bond Trustee to any such proposed amendment, change or modification of the Loan Agreement, the Bond Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by Section 9.2 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the principal office of the Bond Trustee for inspection by all Bondholders. The Bond Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail such notice, and any such failure shall not affect the validity of such amendment, change or modification when consented to and approved as provided in this Section. If the holders of not less than a majority in aggregate principal amount of the Bonds outstanding hereunder at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Bond Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof. 50 Packet Pg. 76  If at any time the Borrower shall request the Issuer and the Bond Trustee to consent to any amendment, change or modification of the Loan Agreement pursuant to this Section 10.2, the Bond Trustee shall cause notice of the proposed execution of such amendment, change or modification to the Loan Agreement to be given to each Rating Agency maintaining a rating on the Bonds in the manner provided in Section 13.5 hereof at least 10 days prior to the execution of such amendment, change or modification to the Loan Agreement, which notice shall include a copy of the proposed amendment, change or modification to the Loan Agreement. 51 Packet Pg. 77  ARTICLE XI SATISFACTION OF THIS BOND INDENTURE SECTION 11.1. DEFEASANCE. If the Issuer shall pay or provide for the payment of all or a portion of all Bonds outstanding (including, for the purpose of this Article, any Bonds held by the Borrower) in any one or more of the following ways: (a) by paying or causing to be paid the principal of (including redemption premium, if any) and interest on all or a portion of the Bonds outstanding (the portion, which may be all, being referred to as the "Paid Bonds"), as and when the same become due and payable; (b) by delivering to the Bond Trustee, for cancellation by it, the Paid Bonds; or (c) by depositing with the Bond Trustee, in trust, cash and/or Government Obligations which are not prepayable or callable prior to the date the moneys therefrom are anticipated to be required in such amount as will provide funds sufficient to pay (i) the principal of and redemption premium, if any, on such Paid Bonds due upon the maturity or redemption of such Paid Bonds, as the case may be; (ii) interest on such Paid Bonds as the same becomes due and payable until the maturity or redemption of such Paid Bonds; and (iii) all amounts, if any, due the Issuer and the Bond Trustee. (d) If the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to such Paid Bonds, then and in that case this Bond Indenture and the estate and rights granted hereunder shall cease, determine and become null and void as to the Paid Bonds, and thereupon the Bond Trustee shall, upon Written Request of the Issuer, and upon receipt by the Bond Trustee, of an Officer's Certificate of the Borrower and an opinion of Independent Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Bond Indenture with respect to the Paid Bonds have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Bond Indenture and each related lien with respect to the Paid Bonds. The satisfaction and discharge of this Bond Indenture with respect to the Paid Bonds shall be without prejudice to the rights of the Bond Trustee to charge and be reimbursed by the Borrower for any expenditures which it may thereafter incur in connection herewith or with respect to any Bonds that may remain Outstanding. All moneys, funds, securities, or other property remaining on deposit in the Expense Fund, Bond Sinking Fund, Project Fund or Redemption Fund or in any other fund or investment under this Bond Indenture (other than said Government Obligations or other moneys deposited in trust as above provided and amounts held pursuant to Section 13.2 hereof) with respect to the Paid Bonds shall, upon the full satisfaction of this Bond Indenture with respect to such Paid Bonds, forthwith be transferred, paid over and distributed to the Issuer and the Borrower, as their respective interests may appear or, in the event all Bonds Outstanding are not paid, retained for the benefit of the remainder of the Outstanding Bonds. The Issuer or the Borrower may at any time surrender to the Bond Trustee for cancellation by it any Bonds previously authenticated and delivered which the Issuer or the 52 Packet Pg. 78 Borrower may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. SECTION 11.2. LIABILITY OF ISSUER NOT DISCHARGED. Upon the deposit with the Bond Trustee, in trust, at or before maturity, of money or Government Obligations in the necessary amount to pay or redeem all Outstanding Bonds (whether upon or prior to maturity or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article V herein provided, or provisions satisfactory to the Bond Trustee shall have been made for the giving of such notice, and compliance with the other payment requirements of Section 11.1, the Bond Indenture may be discharged in accordance with the provisions hereof with respect to the Paid Bonds, but the liability of the Issuer in respect of such Bonds shall continue provided that the holders thereof shall thereafter be entitled to payment only out of the moneys or Government Obligations deposited with the Bond Trustee as aforesaid. SECTION 11.3. SELECTION OF DEFEASED BONDS. If less than all Bonds of a series or maturity are defeased as provided in Section 11.1, the Bonds of such series and maturity to be paid from the trust shall be selected by the Bond Trustee by lot by such method as shall provide for the selection of portions (in Authorized Denominations) of the principal of Bonds of such series and maturity of a denomination larger than the