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

Bonds, then and in that case this Bond Indenture and the estate and rights granted hereunder shall cease, determine and become null and void as to the Paid Bonds, and thereupon the Bond Trustee shall, upon Written Request of the Issuer, and upon receipt by the Bond Trustee, of an Officer's Certificate of the Borrower and an opinion of Independent Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Bond Indenture with respect to the Paid Bonds have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Bond Indenture and each related lien with respect to the Paid Bonds. The satisfaction and discharge of this Bond Indenture with respect to the Paid Bonds shall be without prejudice to the rights of the Bond Trustee to charge and be reimbursed by the Borrower for any expenditures which it may thereafter incur in connection herewith or with respect to any Bonds that may remain Outstanding. All moneys, funds, securities, or other property remaining on deposit in the Expense Fund, Bond Sinking Fund, Project Fund or Redemption Fund or in any other fund or investment under this Bond Indenture (other than said Government Obligations or other moneys deposited in trust as above provided and amounts held pursuant to Section 13.2 hereof) with respect to the Paid Bonds shall, upon the full satisfaction of this Bond Indenture with respect to such Paid Bonds, forthwith be transferred, paid over and distributed to the Issuer and the Borrower, as their respective interests may appear or, in the event all Bonds Outstanding are not paid, retained for the benefit of the remainder of the Outstanding Bonds. The Issuer or the Borrower may at any time surrender to the Bond Trustee for cancellation by it any Bonds previously authenticated and delivered which the Issuer or the 52 Borrower may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. SECTION 11.2. LIABILITY OF ISSUER NOT DISCHARGED. Upon the deposit with the Bond Trustee, in trust, at or before maturity, of money or Government Obligations in the necessary amount to pay or redeem all Outstanding Bonds (whether upon or prior to maturity or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article V herein provided, or provisions satisfactory to the Bond Trustee shall have been made for the giving of such notice, and compliance with the other payment requirements of Section 11.1, the Bond Indenture may be discharged in accordance with the provisions hereof with respect to the Paid Bonds, but the liability of the Issuer in respect of such Bonds shall continue provided that the holders thereof shall thereafter be entitled to payment only out of the moneys or Government Obligations deposited with the Bond Trustee as aforesaid. SECTION 11.3. SELECTION OF DEFEASED BONDS. If less than all Bonds of a series or maturity are defeased as provided in Section 11.1, the Bonds of such series and maturity to be paid from the trust shall be selected by the Bond Trustee by lot by such method as shall provide for the selection of portions (in Authorized Denominations) of the principal of Bonds of such series and maturity of a denomination larger than the smallest Authorized Denomination. Such selection shall be made within seven days after such trust is established. This selection process shall be in lieu of the selection process otherwise provided with respect to redemption of Bonds. After such selection is made, Bonds that are to be paid from such trust (including Bonds issued in exchange for such Bonds pursuant to the transfer or exchange provisions of this Bond Indenture) shall be identified by a separate CUSIP number or other designation satisfactory to the Trustee. The Trustee shall notify Holders whose Bonds (or portions thereof) have been selected for payment from such trust and shall direct such Bondholders to surrender their Bonds to the Trustee in exchange for Bonds with the appropriate designation. The selection of Bonds for payment from such trust pursuant to this Section shall be conclusive and binding on the Issuer, the Borrower and the Bondholders. SECTION 11.4. WHEN REFUNDING IS NOT PERMITTED. None of the Bonds outstanding hereunder may be refunded as aforesaid nor may this Bond Indenture be discharged if under any circumstances such refunding would result in the loss of any exemption for purposes of federal income taxation to which interest on such Bonds would otherwise be entitled. As a condition precedent to the refunding of any Bonds outstanding hereunder, the Bond Trustee shall receive an Opinion of Bond Counsel to the effect that any exclusion from gross income of interest on any Outstanding tax-exempt Bonds would not be adversely affected by such refunding. 53  ARTICLE XII MANNER OF EVIDENCING OWNERSHIP OF BONDS SECTION 12.1. PROOF OF OWNERSHIP. Any request, direction, consent or other instrument provided by this Bond Indenture to be signed and executed by the Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by any agent appointed in writing. Proof of the execution of any such request, direction or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Bond Indenture and shall be conclusive in favor of the Bond Trustee and the Issuer, with regard to any action taken by them, or either of them, under such request or other instrument, namely: (a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments in such jurisdiction, that the person signing such writing acknowledged before him the execution thereof, or by the affidavit of a witness of such execution; and (b) The ownership of Bonds and the amounts and numbers of such Bonds and the date of holding the same shall be proved by the Bond Register. Any action taken or suffered by the Bond Trustee pursuant to any provision of this Bond Indenture, upon the request or with the assent of any Person who at the time is the registered owner of any Bond or Bonds shall be conclusive and binding upon all future owners of the same Bond or Bonds. In determining whether the owners of the required principal amount of Bonds outstanding have taken any action under this Bond Indenture, Borrower Bonds (unless all Bonds which are then outstanding, determined without regard to this Section 12.1, are Borrower Bonds) shall be disregarded and deemed not to be outstanding, except that for the purpose of determining whether the Bond Trustee shall be protected in relying on any such action, only such Bonds which the Bond Trustee knows are so owned shall be so disregarded. Bonds so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Bond Trustee the pledgee's right so to act with respect to such Bonds and that the pledgee is not any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Borrower. In case of a dispute as to such right, any decision by the Bond Trustee taken upon the advice of counsel shall be full protection to the Bond Trustee. 54  ARTICLE XIII MISCELLANEOUS SECTION 13.1. LIMITATION OF RIGHTS. With the exception of rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Bond Indenture or the Bonds is intended or shall be construed to give to any person or company other than the parties hereto and the holders of the Bonds, any legal or equitable right, remedy or claim under or in respect to this Bond Indenture or any covenants, conditions and provisions herein contained; this Bond Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and the holders of the Bonds as herein provided. SECTION 13.2. UNCLAIMED MONEYS. Any moneys deposited with the Bond Trustee by the Issuer in accordance with the terms and covenants of this Bond Indenture, in order to redeem or pay any Bond in accordance with the provisions of this Bond Indenture, and remaining unclaimed by the registered owner of the Bond for six (6) years after the date fixed for redemption or of maturity, as the case may be, shall, if the Issuer is not at the time to the knowledge of the Bond Trustee in default with respect to any of the terms and conditions of this Bond Indenture, or in the Bonds contained, be repaid by the Bond Trustee to the Borrower; and thereafter the registered owner of the Bond shall be entitled to look only to the Borrower for payment thereof; provided, however, that the Bond Trustee, before being required to make any such repayment, shall, at the expense of the Borrower, mail to the registered owner thereof at its address, as the same shall last appear on the Bond Register, a notice to the effect that said moneys have not been so applied and that after the date named in said notice any unclaimed balance of said moneys then remaining shall be returned to the Borrower. If the Borrower makes arrangements satisfactory to the Issuer and the Bond Trustee to indemnify the Issuer and the Bond Trustee for any costs which they may incur due to the unavailability of moneys due to such investment, such moneys may be invested in accordance with Section 4.4 hereof. Investment income on any such unclaimed moneys received by the Bond Trustee shall be deposited as provided in Section 4.4 hereof until the final maturity or redemption date of the Bonds. Any such income generated after such date shall be deemed to be unclaimed moneys of the type referred to in the first sentence of this Section and shall be disposed of in accordance with such sentence. The Borrower, by approval of this Bond Indenture as evidenced by the Loan Agreement, covenants and agrees to indemnify and save the Issuer and the Bond Trustee harmless from any and all loss, costs, liability and expense suffered or incurred by the Issuer and the Bond Trustee by reason of having returned any such moneys to the Borrower as herein provided. SECTION 13.3. SEVERABILITY. If any provision of this Bond Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. 55  The invalidity of any one or more phrases, sentences, clauses or Sections in this Bond Indenture contained, shall not affect the remaining portions of this Bond Indenture, or any part thereof. SECTION 13.4. NOTICES. Except as