Okaloosa County BOCC — April 1, 2014 — Bond Trust Indenture.2BL — reading text

petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or 33  (i) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Issuer or of the whole or any substantial part of its property, and such custody or control shall not be terminated within thirty (30) days from the date of assumption of such custody or control; or (j) any event of default under the Loan Agreement shall occur and such event of default shall be continuing from and after the date the Issuer (or the Bond Trustee, as assignee of the Issuer) is entitled under the Loan Agreement to declare all amounts under the Loan Agreement to be immediately due and payable; or (k) the Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Bond Indenture or in any indenture supplemental hereto on the part of the Issuer to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Issuer, the Bond Trustee and the Borrower by the Bond Trustee, which notice the Bond Trustee may give in its discretion and must give at the request of the owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding hereunder; provided, that, if such default cannot with due diligence and dispatch be wholly cured within thirty (30) days but can be wholly cured, the failure of the Issuer to remedy such default within such 30-day period shall not constitute a default hereunder if the Issuer shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, shall thereafter prosecute and complete the same with due diligence and dispatch; or (l) the Issuer, the Borrower or the Bond Trustee shall default in the performance of any covenant, condition, agreement or provision of the Tax Exemption Agreement, and such default shall continue for a period of thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the party in default; provided, that if such default cannot with due diligence and dispatch be wholly cured within thirty (30) days but can be wholly cured, the failure of the Issuer, the Borrower or the Bond Trustee to remedy such default within such 30-day period shall not constitute a default hereunder if any of the foregoing shall immediately upon receipt of such notice commence with due diligence and dispatch the curing of such default and, having so commenced the curing of such default, shall thereafter prosecute and complete the same with due diligence and dispatch. SECTION 7.2. ACCELERATION. Anything in this Bond Indenture to the contrary notwithstanding, (a) upon the occurrence of an event of default specified in subsection (c) through (l) of Section 7.1 hereof the Bond Trustee may, without any action on the part of the Bondholders, or (b) upon the occurrence of an event of default specified in subsection (c) through (l) of Section 7.1 hereof and the written request of the owners of not less than 51% in principal amount of the Bonds then outstanding hereunder (exclusive of Borrower Bonds and any Bonds the registered owner of which is the Issuer), and upon being indemnified to its satisfaction as provided in Section 8.1(l) hereof, the Bond Trustee shall, or (c) upon the occurrence and continuance of an event of default specified in subsection (a) or (b) of Section 7.1 hereof, the Bond Trustee shall, within each such case by notice in writing delivered to the Issuer and the Borrower, declare the entire principal amount of the Bonds then outstanding hereunder and the interest accrued thereon immediately due and payable, and the entire principal 34 and interest shall thereupon become and be immediately due and payable, subject, however, to the provisions of Section 7.10 hereof with respect to waivers of events of default. The Bond Trustee shall give notice thereof by first class mail, postage prepaid, to all owners of Outstanding Bonds; provided, however, that the giving of such notice shall not be considered a precondition to the Bond Trustee declaring the entire principal amount of the Bonds then outstanding and the interest accrued thereon immediately due and payable. The Bonds shall cease to accrue interest on the date of acceleration if they are paid on such date. SECTION 7.3. REMEDIES; RIGHTS OF BONDHOLDERS. (a) Upon the occurrence of any event of default the Bond Trustee may take whatever action at law or in equity it deems necessary or desirable (i) to collect any amounts then due under this Bond Indenture, the Bonds or the Loan Agreement, (ii) to enforce performance of any obligation, agreement or covenant of the Issuer under this Bond Indenture or the Bonds, of the Borrower under the Loan Agreement, of a guarantor under any guaranty given with respect to any Bond or of the grantor of any other collateral given to secure the payment of the Bonds, or (iii) to otherwise enforce any of its rights. (b) If an event of default shall have occurred, and if it shall have been requested to do so by the holders of fifty-one percent (51%) in aggregate principal amount of the Bonds outstanding, and shall have been indemnified as provided in 8.1(l) hereof, the Bond Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section as the Bond Trustee shall deem most expedient in the interests of the holders of the Bonds; provided, however, that the Bond Trustee shall have the right to decline to comply with any such request if the Bond Trustee shall be advised by counsel (who may be its own counsel) that the action so requested may not lawfully be taken or the Bond Trustee in good faith shall determine that such action would be unjustly prejudicial to the holders of the Bonds not parties to such request or would subject the Bond Trustee to personal liability. (c) No remedy by the terms of this Bond Indenture conferred upon or reserved to the Bond Trustee (or to the holders of the Bonds) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Bond Trustee or to the holders of the Bonds hereunder now or hereafter existing at law or in equity or by statute. (d) No delay or omission to exercise any right or power accruing upon any default or event of default shall impair any such right or power or shall be construed to be a waiver of any such default or event of default, or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. (e) No waiver of any default or event of default, hereunder, whether by the Bond Trustee, the holders of the Bonds, shall extend to or shall affect any subsequent default or event of default or shall impair any rights or remedies consequent thereon. SECTION 7.4. DIRECTION OF PROCEEDINGS BY HOLDERS. The holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall have the right, at any time, by an instrument or instruments in writing executed and 35 delivered to the Bond Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Bond Indenture, including enforcement of the rights of the Issuer under the Loan Agreement (other than Unassigned Rights) or for the appointment of a receiver or any other proceedings hereunder; provided that such direction shall be in accordance with the provisions of law and of this Bond Indenture. SECTION 7.5. APPOINTMENT OF RECEIVERS. Upon the occurrence of an event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Bond Trustee and the holders of Bonds under this Bond Indenture, the Bond Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the revenues, issues, payments and profits pledged hereby, pending such proceedings, with such powers as the court making such appointment shall confer. SECTION 7.6. APPLICATION OF MONEYS. (a) Subject to the provisions of Section 4.1 hereof, all moneys received by the Bond Trustee, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article VII shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, including legal fees and expenses, liabilities and advances incurred or made by the Bond Trustee, be deposited in the Bond Sinking Fund, and all moneys so deposited during the continuance of an event of default (other than moneys for the payment of Bonds which have previously matured or otherwise become payable prior to such event of default or for the payment of interest due prior to such event of default), together with all moneys in the Funds maintained by the Bond Trustee under Articles III and IV hereof, shall be applied as follows: (i) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: First: To the payment of amounts, if any, payable pursuant to the Tax Exemption Agreement for rebate; Second: To the payment to the Persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and Third: To the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than the Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Bond Indenture), and, if the amount available shall not be sufficient to pay in full the Bonds, then to the payment ratably, according to the amount of principal due to the Persons entitled thereto, without any discrimination or privilege. 36  (ii) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied: First: To the payment of amounts, if any, payable pursuant to the Tax Exemption Agreement for rebate; and Second: To the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and