Okaloosa County BOCC — April 1, 2014 — reading text

or any other Person, other than a Bondholder, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Bond Indenture to the contrary, the Issuer, the Bond Trustee and each Paying Agent, if any, shall be entitled to treat and consider the Person in whose name each Bond is registered in the 19 Packet Pg. 45 Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Bond Trustee and each Paying Agent, if any, shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the Bond Register as provided in this Bond Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to satisfy and discharge the Issuer's obligations fully with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Bondholder, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Bond Indenture. Upon delivery by DTC to the Bond Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Bond Indenture with respect to interest checks or drafts being mailed to the registered owner as of the close of business on the Record Date, the word "Cede & Co." in this Bond Indenture shall refer to such new nominee of DTC; and upon receipt of such a notice the Bond Trustee shall promptly deliver a copy thereof to each Paying Agent, if any. SECTION 2.10. SUCCESSOR SECURITIES DEPOSITORY; TRANSFERS OUTSIDE BOOK-ENTRY ONLY SYSTEM. In the event that the Issuer, the Borrower or the Bond Trustee determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer or the Bond Trustee shall, with the consent of the Borrower (which consent shall not be unreasonably withheld), (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bond certificates to such successor securities depository, or (ii) notify DTC and DTC Participants of the availability through DTC of Bond certificates and transfer one or more separate Bond certificates to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Bond Indenture. The Bond Trustee shall give written notice to the Borrower of a determination to issue certificated bonds. SECTION 2.11. PAYMENTS AND NOTICES TO CEDE & CO. Notwithstanding any other provision of this Bond Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. The Bond Trustee shall request in each notice sent to Cede & Co. pursuant to the terms of this Bond Indenture that Cede & Co. forward or cause to be forwarded such notice to the DTC Participants, but neither the Bond Trustee nor the Issuer shall be liable if the Bond Trustee fails to make such request or if Cede & Co. fails to honor such request. 20 Packet Pg. 46  ARTICLE III APPLICATION OF BOND PROCEEDS AND REQUIRED FUND DEPOSITS SECTION 3.1. EXPENSE FUND. A special fund is hereby established with the Bond Trustee and designated the "Expense Fund – Auburn Water System, Inc. Project" (hereinafter called the "Expense Fund") to the credit of which such deposits shall be made as are required by the provisions of Section 3.3 of this Bond Indenture. The monies in the Expense Fund shall be held by the Bond Trustee in trust and shall be applied to the payment of the costs of issuing the Bonds, including necessary incidental expenses and reimbursement to the Borrower for such costs and expenses paid by the Borrower in connection with issuing the Bonds and, pending such application, shall be subject to a lien and charge in favor of the holders of the Bonds for their security until paid out. After completion of payment of all costs of issuance of the Series 2014 Bonds, as certified by a Written Request of the Borrower to the Bond Trustee, and in any event no later than April 1, 2015, any surplus money in the Expense Fund shall be transferred to the Project Fund. Payments from the Expense Fund shall be made in accordance with the provisions of this paragraph. Before any such payment shall be made, there shall be filed with the Bond Trustee a Written Request of the Borrower substantially in the form attached hereto as EXHIBIT B, stating (i) the name of the person, firm or corporation to whom each such payment is due, (ii) the amount of each payment, and (iii) the purpose by general classification for which each obligation to be paid was incurred. Such Written Request shall be accompanied by written invoices for the matters referenced therein and if the purpose of the Written Request is to reimburse the Borrower for prior expenditures, proof of prior payment by the Borrower of such invoices. Upon receipt of each requisition the Bond Trustee shall pay the obligation set forth in such requisition out of money in the Expense Fund, and each such obligation shall be paid by wire transfer or by check signed by one or more officers or employees of the Bond Trustee designated for such purpose by the Bond Trustee. In making such payments the Bond Trustee may rely upon such Written Requests. SECTION 3.2. PROJECT FUND. A special fund is hereby established with the Bond Trustee and designated the "Project Fund – Auburn Water System, Inc. Project" (hereinafter called the "Project Fund"), to the credit of which such deposits shall be made as are required by the provisions of Section 3.3 of this Bond Indenture. Monies in the Project Fund shall be held by the Bond Trustee in trust and shall be applied to the payment of, and reimbursement to the Borrower for, costs and expenses in connection with the Project, and, pending such application, shall be subject to a lien and charge in favor of the holders of the Bonds for their security until paid out. After completion of the Project, as certified in a Written Request of the Borrower to the Bond Trustee, surplus money in the Project Fund shall be applied as directed in such Written Request as follows (and in the following order): (a) to pay the costs of new improvements or 21 Packet Pg. 47 equipment for the Borrower, but only upon receipt by the Bond Trustee of an Opinion of Bond Counsel that such payment will not adversely affect the validity of, or the exclusion from, gross income for federal income tax purposes of interest on the Series 2014A Bonds, (b) to the Bond Sinking Fund to pay interest coming due on the Bonds on the next two Interest Payment Dates, (c) upon receipt of an Opinion of Bond Counsel that such payment will not adversely affect the validity or exclusion from gross income for federal tax purposes of the interest on the Series 2014A Bonds, to the Bond Sinking Fund to pay the principal coming due on the Bonds on the next Principal Payment Date, and (d) to the Redemption Fund and held as a segregated subaccount therein to be used to purchase and retire Bonds at the Written Request of the Borrower or to redeem Bonds on their first optional redemption date, and such surplus money shall not be invested at a yield exceeding the yield on the Bonds. Payments from the Project Fund shall be made in accordance with the following provisions: before any such payment shall be made, there shall be filed with the Bond Trustee a Written Request of the Borrower substantially in the form attached hereto as EXHIBIT B, stating: (a) The name of the person, firm or corporation to whom each such payment is due; (b) The respective amounts to be paid; (c) The purpose by general classification for which each obligation to be paid was incurred; and (d) That obligations in the stated amounts have been incurred by the Borrower and are presently due and payable and that each item thereof is a necessary cost of the Project and is a proper charge against the Project Fund and has not been paid previously from the Project Fund. Such Written Request shall be accompanied by a summary of such invoices for the matters referenced therein and if the purpose of the Written Request is to reimburse the Borrower for prior expenditures, evidence of prior payment by the Borrower of such amounts. Upon receipt of each Written Request, the Bond Trustee shall pay the obligations set forth in such Written Request out of moneys in the Project Fund, and each such obligation shall be paid by check signed by the Bond Trustee or by wire transfer in accordance with the instructions provided by the Borrower. In making such payments, the Bond Trustee may conclusively rely upon such Written Request. SECTION 3.3. DEPOSIT OF BOND PROCEEDS. The Issuer, for and on behalf of the Borrower, shall deposit or cause to be deposited with the Bond Trustee all of the proceeds (net of discount, if any) loaned to the Borrower from the sale of the Series 2014 Bonds and the Bond Trustee shall deposit such proceeds as follows: (a) deposit $__________ of the Series 2014A Bond proceeds and $__________ of the Series 2014B Bond proceeds to the credit of the Bond Sinking Fund established pursuant to Section 4.2 hereof; and 22 Packet Pg. 48  (b) deposit $_________ of the Series 2014A Bond proceeds and $_________ of the Series 2014B Bond proceeds to the credit of the Expense Fund established pursuant to Section 3.1 hereof. (c) deposit the remainder of the Series 2014A Bond proceeds ($_________) to the credit of the Project Fund established pursuant to Section 3.2 hereof. (d) utilize the remainder of the Series 2014B Bond proceeds to retire the Refunded Indebtedness on the date hereof.