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

necessary or advisable amendments or additions in connection with the issuance of Additional Bonds in accordance herewith, or with the incurrence of Additional Indebtedness in accordance with the Loan Agreement, which do not adversely affect the interests of the Bondholders. The Issuer and the Bond Trustee may not enter into an indenture or indentures supplemental to this Bond Indenture pursuant to paragraph (f) of this Section 9.1 unless the Issuer and the Bond Trustee shall have received an Opinion of Bond Counsel to the effect that the issuance of coupon Bonds will not adversely affect the validity of such Bonds or any exemption from federal income tax to which the interest on the Bonds would otherwise be entitled. If at any time the Borrower shall request the Issuer and the Bond Trustee to consent to any amendment pursuant to subsection (i) above, the Bond Trustee shall cause notice of the proposed execution of such amendment, change or modification to the Bond Indenture to be given to each Rating Agency then maintaining a rating on the Bonds by first class mail, postage prepaid, at least 10 days prior to the execution of such amendment, change or modification to the Bond Indenture, which notice shall include a copy of the proposed amendment, change or modification. In addition, if at any time the Borrower shall request the Issuer and the Bond Trustee to consent to any amendment pursuant to this Section, the Bond Trustee shall cause a copy of such amendment, change or modification to be mailed to each Rating Agency then maintaining a rating on the Bonds upon the execution and delivery of such amendment, change or modification. SECTION 9.2. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BONDHOLDERS. In addition to supplemental indentures covered by Section 9.1 hereof and subject to the terms and provisions contained in this Section, and not otherwise, 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 such indenture or supplemental indenture shall have the right, from time to time, anything contained in this Bond Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Bond Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Bond Indenture or any supplemental indenture; provided, however, that nothing in this Section or in Section 9.1 hereof contained shall permit, or be construed as permitting, (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate or extension of the time of paying of interest on, or reduction of any premium payable on the redemption of, any Bonds, without the consent of the holders of such Bonds, (b) a reduction in the amount or extension of the time of any payment required to be made to or from the Bond Sinking Fund provided herein, without the consent of the holders of all the Bonds at the time outstanding, (c) a reduction in the aggregate principal amount of Bonds the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all the Bonds at the time outstanding, or (d) the 48 modification of the rights, duties or immunities of the Bond Trustee without the written consent of the Bond Trustee. If at any time the Issuer shall request the Bond Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Bond Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be mailed by 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  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  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  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