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

by federal or state authorities, and having a reported combined capital and surplus of not less than $50,000,000 or assets under administration of not less than $200,000,000. If at any time the Bond Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner provided in Section 8.7 hereof. No resignation or removal of the Bond Trustee and no appointment of a successor Bond Trustee shall become effective until the successor Bond Trustee has accepted its appointment under Section 8.10 hereof. SECTION 8.7. RESIGNATION BY THE BOND TRUSTEE. The Bond Trustee and any successor Bond Trustee may at any time resign from the trusts hereby created by giving written notice to the Issuer and the Borrower and by registered or certified mail to each registered owner of the Bonds then outstanding, as shown by the Bond Register. Such notice to the Issuer and the Borrower may be served personally or sent by registered or certified mail. SECTION 8.8. REMOVAL OF THE BOND TRUSTEE. The Bond Trustee may be removed at any time, by an instrument or concurrent instruments in writing delivered to the Bond Trustee and the Issuer, and signed by the registered owners of not less than a majority in aggregate principal amount of the Bonds then outstanding. So long as no event of default has occurred and is continuing under this Bond Indenture or the Loan Agreement and no event shall have occurred which with the passage of time or the giving of notice or both would become such an event of default under this Bond Indenture or the Loan Agreement, the Bond Trustee may also be removed at any time by an instrument in writing signed by the Issuer, upon the written request of the Borrower, and delivered to the Bond Trustee. The foregoing notwithstanding, the Bond Trustee may not be removed by the Issuer unless written notice of the delivery of such instrument or instruments signed by the Issuer is mailed to the owners of all Bonds outstanding under this Bond Indenture, which notice indicates the Bond Trustee will be removed for cause (including maintaining non-competitive fees) and replaced by the successor trustee named in such notice, such removal and replacement to become effective on the 90th day next succeeding the date of such notice, unless the owners of not less than 10% in aggregate principal amount of such Bonds then outstanding under this Bond Indenture shall object in writing to such removal and replacement. Such notice shall be mailed by first class mail, postage prepaid, to the owners of all such Bonds then outstanding at the address of such owners then shown on the Bond Register. SECTION 8.9. APPOINTMENT OF SUCCESSOR BOND TRUSTEE BY THE BONDHOLDERS; TEMPORARY BOND TRUSTEE. In case the Bond Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the process of dissolution or liquidation, or otherwise becomes incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the owners of a majority in aggregate principal amount of the Bonds then outstanding by an instrument or concurrent instruments in writing signed by such registered owners, or by their attorneys in fact, duly authorized; provided, nevertheless, that in case of such vacancy the Issuer by an instrument executed and signed by its Clerk or Deputy Clerk, or other designated officer of the Issuer under its seal, may appoint a temporary Bond Trustee to fill such vacancy until a successor Bond Trustee shall be appointed by the 44 Bondholders in the manner above provided; and any such temporary Bond Trustee so appointed by the Issuer shall immediately and without further action be superseded by the successor Bond Trustee so appointed by such Bondholders. The Issuer agrees to follow the direction of the Borrower in appointing a temporary Bond Trustee unless the Issuer shall have a reasonable objection to the entity selected by the Borrower. If a successor Bond Trustee has not been appointed or has not accepted such appointment within thirty days of notice of resignation or removal of the Bond Trustee, the Bond Trustee may apply to a court of 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 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  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 entitled to rely upon an opinion of Bond Counsel in reaching the determination pursuant to this paragraph (j); or (k) to make