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

redeemable) and discharge the indebtedness on all Bonds outstanding under the Bond Indenture at or before their respective maturity dates. All or any portion of the Bonds are also subject to advance defeasance of the Bond Indenture by depositing with the Bond Trustee cash and/or Government Obligations (as such term is defined in the Bond Indenture) in an amount, without consideration of any income or increment to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge the indebtedness on all or a portion of the Bonds outstanding under the Bond Indenture at or before their respective maturity dates, it being understood that the investment income on such Government Obligations may be used for any other purpose under the Act. Upon such payment or provision therefor, together with all other payments required under the Bond Indenture, the Bond Indenture may be discharged with respect to such Bonds in accordance with the provisions thereof, but the Issuer shall remain the obligor on such Bonds, although the owners thereof and the owner hereof shall be entitled to payment solely out of such cash and funds received from such Government Obligations deposited with the Bond Trustee. None of the Bonds outstanding under the Bond Indenture may be refunded as aforesaid nor may the 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 advance refunding of any Bonds outstanding hereunder, the Bond Trustee shall receive an Opinion of Bond Counsel to A-6 the effect that any exclusion from gross income of interest on such tax-exempt Bonds would not be adversely affected by reason of such refunding. The owner of this Series ____ Bond shall have no right to enforce the provisions of the Bond Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Bond Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Bond Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Bond Indenture, the principal of all Bonds of all Series issued under the Bond Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Bond Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Bond Indenture. No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in the Bond Indenture contained, against any past, present or future officer, director, member, employee or agent of the Issuer, or any incorporator, officer, director, member, trustee, employee or agent of any successor corporation or body politic, as such, either directly or through the Issuer or any successor corporation or body politic, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, directors, trustees, members, employees or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of the Bond Indenture and the issuance of the Bonds. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Act and under the Bond Indenture precedent to and in the issuance of this Series ____ Bond, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Series ____ Bond have been duly authorized by a resolution of the Issuer duly adopted. This Series ____ Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Indenture until the certificate of authentication hereon shall have been duly executed by the Bond Trustee. A-7  IN WITNESS WHEREOF, as provided by the Act, the Issuer has caused this Series ____ Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Chairman of its Board of County Commissioners and by the manual or facsimile signature of its Clerk, and its facsimile seal to be hereunto affixed, all as of the dated date specified above. OKALOOSA COUNTY, FLORIDA, as Issuer By: Chairman, Board of County Commissioners ATTEST: By: Clerk A-8  CERTIFICATE OF AUTHENTICATION This Series ____ Bond is one of the Bonds described in the within-mentioned Bond Indenture. Authentication Date: ________________ _____________________________, as Bond Trustee By: Authorized Signatory A-9  Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint ________________ _____________________________, as attorneys to register the transfer of the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: (Authorized Officer) signature must be NOTICE: The signature to this assignment guaranteed by an institution which is a must correspond with the name as it appears participant in the Securities Transfer Agent upon the face of the within Bond in every Medallion Program (STAMP) or similar particular, without alteration or enlargement or program. any change whatever. A-10  EXHIBIT B FORM OF REQUISITION FROM [EXPENSE FUND] [PROJECT FUND] REQUISITION NO. ___ Pursuant to Section [3.1/3.2] of the Bond Trust Indenture dated as of April 1, 2014 by and between ______________________, as bond trustee (the "Bond Trustee") and Okaloosa County, Florida (the "Issuer"), the undersigned __________ of Auburn Water System, Inc. (the "Borrower") hereby requests and authorizes the Bond Trustee to pay to the Borrower or to the person(s) listed on the Disbursement Schedule hereto, from the moneys deposited in the [Expense Fund/Project Fund], the aggregate sum of $__________ to pay such person(s) or to reimburse the Borrower for the advances, payments and expenditures made by it in connection with the items listed on the Disbursement Schedule. [INSERT INFORMATION REQUIRED BY SECTION 3.2 (paragraphs (a) through (c)) WITH RESPECT TO REQUISITIONS FROM THE PROJECT FUND]: In connection with the foregoing request and authorization, the undersigned hereby certifies that the obligations on the attached Disbursement Schedule have been incurred by the Borrower and are presently due and payable and that each item thereof is a necessary [cost of issuance/cost of the Project] and is a proper charge against the [Expense Fund/Project Fund] and has not been paid previously from the [Expense Fund/Project Fund]. This statement and all exhibits hereto, including the Disbursement Schedule, shall be conclusive evidence of the facts and statements set forth herein and shall constitute full warrant, protection and authority to the Bond Trustee for its actions taken pursuant hereto. Dated: __________, _____ AUBURN WATER SYSTEM, INC. By: Its: B-1  DISBURSEMENT SCHEDULE Payee Purpose Amount B-2