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

the then applicable period of time of (1) interest required to be paid on the Outstanding Bonds during such period of time, except to the extent that such interest is to be paid from deposits in the Bond Sinking Fund or Project Fund made from Bond proceeds for such purpose, (2) principal of Outstanding Bonds maturing in such period of time, and (3) the Bond Sinking Fund redemption requirements scheduled to be paid during such period of time. "Debt Service Requirement" shall mean the aggregate amount of Debt Service on the Bonds for each applicable Fiscal Year. "Defaulted Interest" means interest on any Bond which is payable but not duly paid on the date due. "DTC" means The Depository Trust Company. 5  "DTC Participant" means those broker dealers, banks and other financial institutions reflected on the books of DTC. "Expense Fund" means the fund by that name created in Section 3.1 hereof. "Fitch" means Fitch Inc. d/b/a Fitch Ratings, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency which has been designated by the Borrower by notice to the Issuer and the Bond Trustee. "Governing Body" means the board of directors, the board of trustees or similar group in which the right to exercise the powers of corporate directors or trustees is vested. "Government Obligations" means (a) United States Government Obligations, or (b) evidences of a direct ownership in future interest or principal payments on United States Government Obligations, which United States Government Obligations are held in book-entry form on the books of the Department of the Treasury. "Gross Revenues" means all accounts, receipts, revenues, payments, income and other moneys received by or on behalf of the Borrower from any source, whether or not in connection with the ownership or the operation of all or any part of the System, including, without limitation, all operating and nonoperating revenues, and all rights to receive the same whether in the form of accounts, accounts receivable, contract rights, chattel paper, instruments, general intangibles of the Borrower and the proceeds thereof, the proceeds of any insurance coverage on and condemnation awards in respect of the System or any gain on the sale or other Borrower disposition of property, all deposit accounts, securities accounts and securities entitlements; all of the foregoing, whether now existing or hereafter coming into existence and whether now owned or held or hereafter acquired by the Borrower; and including all gifts, grants, bequests, donations and contributions, except those heretofore or hereafter made, designated at the time of making by the donor or maker as being for certain specified purposes inconsistent with the application thereof to the payments due from the Borrower under the Loan Agreement and except any income derived therefrom to the extent required by such designation or restriction. Gross Revenues shall not include Connection Fees or proceeds of Bonds or other Indebtedness. "Immediate Notice" means notice by telephone, telex, telecopier or electronic mail to such telephone number, telex number or telecopier number or electronic mail address as the addressee shall have directed in writing, promptly followed by written notice by first class mail postage prepaid to such address as the addressee shall have directed in writing. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include independent legal counsel for the Issuer, the Borrower or the Bond Trustee. "Interest Payment Date" means ________ 1 and ________ 1 of each year, commencing _________ 1, 2014. 6  "Investment Earnings" shall mean all income and earnings derived from the investment of moneys in the funds and accounts established hereunder, other than the Rebate Fund. "Issuer" has the meaning specified in the Preliminary Statement to this Bond Indenture. "Issuer's Expenses" means the reasonable and necessary fees and expenses incurred by the Issuer with respect to this Bond Indenture, the Loan Agreement, the Purchase Contract, the Bonds or any property financed or refinanced with the proceeds of the Bonds, including any advances made by the Issuer, plus interest on those advances as provided by any of the applicable documents to which the Borrower is a party and those for any legal, accounting, financial or other experts reasonably retained by the Issuer, as well as any recording expenses, trustee's acceptance fees, escrow and title insurance costs, legal fees, bank fees, bond insurance and rating agency fees, printing expenses and other fees and fair and customary expenses incurred or to be incurred by or on behalf of the Issuer in connection with or as an incident to the issuance and sale of the Bonds. "Loan Agreement" has the meaning specified in the Preliminary Statement of this Bond Indenture. "Maturity Date" means the maturity date for each Bond assigned a specific serial or different term maturity date pursuant to Section 2.2 hereof. "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency which has been designated by the Borrower by notice to the Bond Trustee and the Issuer. "Net Revenues" means Gross Revenues less Operating Expenses, each for the applicable period measured. "Officer's Certificate" means a certificate signed, in the case of a certificate delivered by a corporation, by the president, any vice president or any other officer authorized to sign by resolution of the Governing Body of such corporation or, in the case of a certificate delivered by any other Person, the chief executive, chief financial officer or general counsel of such other Person, in either case whose authority to execute such Officer's Certificate shall be evidenced to the satisfaction of the Bond Trustee. "Official Statement" means the Official Statement dated _________, 2014, prepared in connection with the issuance and sale of the Series 2014 Bonds. "Operating Expenses" means all expenses of the Borrower relating to the operation of the System, including, but not limited to, expenses and fees of the Bond Trustee, but excluding items that do not require the expenditure of cash (depreciation, amortization, etc.). "Opinion of Bond Counsel" means a written opinion of Bond Counsel in form and substance acceptable to the Issuer and the Bond Trustee, which opinion may be based on a ruling or rulings of the Internal Revenue Service. 7  "Outstanding Bonds" or "Bonds Outstanding" means all Bonds which have been duly authenticated and delivered by the Bond Trustee under this Bond Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds for the payment or redemption of which cash or Government Obligations shall have been theretofore deposited with the Bond Trustee (whether upon or prior to the maturity or redemption date of any such Bonds) in accordance with Article XI of this Bond Indenture; provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Bond Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Bond Trustee shall have been filed with the Bond Trustee; (c) Bonds in lieu of which others have been authenticated under Section 2.7 or 2.8 of this Bond Indenture; and (d) for the purpose of all consents, approvals, waivers and notices required to be obtained or given under this Bond Indenture, Bonds held or owned by the Borrower or any Person controlling, controlled by or under common control with the Borrower to the extent provided in Section 12.1 hereof. "Outstanding Parity Indebtedness" means the mortgage loan previously entered into by the Borrower dated May 24, 1995. "Parity Indebtedness" shall mean the Outstanding Parity Indebtedness and any Additional Indebtedness authorized to be issued pursuant to Section 5.12 of the Loan Agreement. "Paying Agent" means the Bond Trustee and the bank or banks, if any, designated pursuant to this Bond Indenture to receive and disburse the principal of and interest on the Bonds. "Person" means any natural person, firm, joint venture, association, partnership, business trust, corporation, limited liability company, public body, agency or political subdivision thereof or any other similar entity. "Principal Payment Date" means the date on which a principal payment, whether at maturity or pursuant to a mandatory sinking fund amortization, is due on the Bonds. "Project" means all personal and real property to be financed in whole or in part, and whether directly or indirectly, with the proceeds of the Bonds. "Project Fund" means the fund by that name created in Section 3.2 hereof. "Purchase Contract" means the Bond Purchase Agreement dated _________, 2014, among the Underwriter, the Issuer and the Borrower, providing for the sale of the Bonds. 8  "Qualified Investments" means any of the following, if and to the extent that the same are at the time legal for investment of funds of the Issuer: A. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (FmHA) Certificates of beneficial ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Administration Participation certificates 6. Government National Mortgage Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations 7. U.S. Maritime Administration Guaranteed Title XI financing 8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds