Okaloosa County BOCC — April 1, 2014 — reading text

debt of the Issuer, the State or any agency or political subdivision thereof within the meaning of the Constitution or the statutes of the State, and do not now and shall never constitute a charge against the credit or taxing power of the Issuer, the State or any agency or political subdivision thereof. Neither the Issuer, the State nor any political subdivision or agency thereof shall in any event be liable for the payment of the principal of, redemption premium, if any, or interest on the Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever which may be undertaken by the Borrower. No breach by the Issuer of any such pledge, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State or any agency or political subdivision thereof or any charge upon its or their general credit or against its or their taxing power. SECTION 2.4. AUTHENTICATION. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Indenture unless and until a certificate of authentication on such Bond substantially in the form set forth in EXHIBIT A shall 16 Packet Pg. 42 have been duly executed by the Bond Trustee, and such executed certificate of the Bond Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Bond Indenture. The Bond Trustee's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized signatory of the Bond Trustee but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds issued hereunder. SECTION 2.5. FORM OF BONDS AND TEMPORARY BONDS. The Bonds shall be substantially in the form set forth in EXHIBIT A hereto with such appropriate variations, omissions and insertions as are permitted or required by this Bond Indenture or deemed necessary by the Bond Trustee, Bond Counsel and the Issuer. The Bonds may be initially issued in temporary form, exchangeable for definitive Bonds when ready for delivery. The temporary Bonds shall be of such denomination or denominations as may be determined by the Issuer, and may contain such reference to any of the provisions of this Bond Indenture as may be appropriate. Every temporary Bond shall be executed by the Issuer and be authenticated by the Bond Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Issuer issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered for cancellation in exchange therefor at the designated corporate trust office of the Bond Trustee, and the Bond Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Bond Indenture as definitive Bonds authenticated and delivered hereunder. SECTION 2.6. DELIVERY OF SERIES 2014 BONDS. Upon the execution and delivery of this Bond Indenture, the Issuer shall execute and deliver to the Bond Trustee and the Bond Trustee shall authenticate the Series 2014A Bonds to be issued in the initial aggregate principal amount of $________ and the Series 2014B Bonds in the initial aggregate principal amount of $________, and the Bond Trustee shall deliver them to the Purchaser through the DTC system as may be directed by the Underwriter. Prior to the delivery by the Bond Trustee of any of the Series 2014 Bonds, there shall be filed with or delivered to the Bond Trustee and the Issuer: (a) a copy, duly certified by the Chairman or Vice Chairman of the Board of County Commissioners or the Clerk or any Deputy Clerk of the Issuer, of the resolution(s) adopted and approved by the Issuer authorizing the execution and delivery of the Loan Agreement, the Tax Exemption Agreement, the Purchase Contract and this Bond Indenture and the issuance and sale of the Series 2014 Bonds; (b) a certified copy of a letter from the Division of Bond Finance of the State of Florida providing sufficient private activity bond allocation in the amount of the Series 2014A Bonds; (c) a copy, duly certified by the Secretary or other designee of the Borrower, of the resolutions adopted and approved by the Borrower authorizing the execution and delivery of the 17 Packet Pg. 43 Loan Agreement, the Official Statement, the Tax Exemption Agreement and other documents and certificates executed by the Borrower in connection with the issuance of the Series 2014 Bonds, and approving this Bond Indenture and the issuance and sale of the Series 2014 Bonds; (d) an original executed counterpart of this Bond Indenture, the Loan Agreement and the Tax Exemption Agreement; (e) a request and authorization to the Bond Trustee on behalf of the Issuer and signed by its Chairman or Vice Chairman of the Board of County Commissioners to authenticate and deliver the Series 2014 Bonds in an initial aggregate principal amount not exceeding $_________ to the Underwriter upon payment to the Bond Trustee, but for the account of the Issuer, of the net proceeds from the sale of the Series 2014 Bonds; and (f) such other closing documents and opinions of counsel as the Bond Trustee, the Issuer, counsel to the Issuer or Bond Counsel may reasonably specify. SECTION 2.7. MUTILATED, LOST, STOLEN OR DESTROYED BONDS. In the event any temporary or definitive Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Bond Trustee may authenticate a new Bond of like form, date and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Issuer, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Issuer and the Bond Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the Bond Trustee, together with indemnity satisfactory to them. In the event any such Bond shall have matured, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof. The Issuer and the Bond Trustee may charge the holder or owner of such Bond with their reasonable fees and expenses in this connection. SECTION 2.8. TRANSFER AND EXCHANGE OF BONDS; PERSONS TREATED AS OWNERS. The Issuer shall cause the Bond Register to be kept at the designated corporate trust office of the Bond Trustee, as Bond Registrar, which is hereby constituted and appointed the registrar of the Issuer. Upon surrender for transfer of any Bond at the designated corporate trust office of the Bond Trustee, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Trustee and duly executed by, the registered owner or the attorney of such owner duly authorized in writing, the Issuer shall execute and the Bond Trustee shall authenticate, date and deliver in the name of the transferee or transferees a new Bond or Bonds of the same maturity of authorized denominations, for the same aggregate principal amount and of like tenor. Any Bond or Bonds may be exchanged at said office of the Bond Trustee for the same aggregate principal amount of Bond or Bonds of other authorized denominations and of like tenor. The execution by the Issuer of any Bond shall constitute full and due authorization of such Bond and the Bond Trustee shall thereby be authorized to authenticate, date and deliver such Bond. If any Bond is transferred or exchanged on the Bond Register by the Bond Trustee after notice of the optional redemption of such Bond has been given, the Bond Trustee shall attach a copy of such notice to the Bond issued in connection with such transfer or exchange. The Bond Trustee shall not be required to register the transfer of or exchange any Bond after the mailing of 18 Packet Pg. 44 notice calling such Bond or portion thereof for redemption has occurred as herein provided, or during the period of fifteen days next preceding the giving of notice calling any Bond or Bonds of the same maturity for redemption. The Person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for the purpose of receiving payment of or on account of principal thereof and premium, if any, thereon and interest due thereon and for all other purposes, and neither the Issuer nor the Bond Trustee shall be affected by any notice to the contrary, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Any Bond surrendered for the purpose of payment or retirement or for exchange or transfer or for replacement pursuant to Section 2.7 or 2.8 hereof, shall be canceled upon surrender thereof to the Bond Trustee or any Paying Agent. Any such Bonds canceled by any Paying Agent other than the Bond Trustee shall be promptly transmitted by such Paying Agent to the Bond Trustee. Certification of Bonds canceled by the Bond Trustee and Bonds canceled by a Paying Agent other than the Bond Trustee which are transmitted to the Bond Trustee shall be made to the Issuer and to the Borrower. Canceled Bonds may be destroyed by the Bond Trustee unless instructions to the contrary are received from the Issuer or the Borrower. The Issuer and the Bond Trustee may charge each Bondholder requesting an exchange, change in registration or registration of transfer a sum not exceeding the actual cost of any tax, fee or other governmental charge required to be paid with respect to such exchange, registration or transfer, except in the case of the issuance of a definitive Bond for a temporary Bond and except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. SECTION 2.9. BOOK-ENTRY ONLY SYSTEM FOR THE BONDS. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC, and except as provided in Section 2.10 hereof, all of the Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Issuer, the Bond Trustee and the Borrower shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer, the Bond Trustee and the Borrower shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than a Bondholder, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant