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

Tax Exemption Agreement and other documents and certificates executed by the Borrower in connection with the issuance of the Series 2014 Bonds, and approving this Bond Indenture and the issuance and sale of the Series 2014 Bonds; (d) an original executed counterpart of this Bond Indenture, the Loan Agreement and the Tax Exemption Agreement; (e) a request and authorization to the Bond Trustee on behalf of the Issuer and signed by its Chairman or Vice Chairman of the Board of County Commissioners to authenticate and deliver the Series 2014 Bonds in an initial aggregate principal amount not exceeding $_________ to the Underwriter upon payment to the Bond Trustee, but for the account of the Issuer, of the net proceeds from the sale of the Series 2014 Bonds; and (f) such other closing documents and opinions of counsel as the Bond Trustee, the Issuer, counsel to the Issuer or Bond Counsel may reasonably specify. SECTION 2.7. MUTILATED, LOST, STOLEN OR DESTROYED BONDS. In the event any temporary or definitive Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Bond Trustee may authenticate a new Bond of like form, date and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Issuer, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the Issuer and the Bond Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the Bond Trustee, together with indemnity satisfactory to them. In the event any such Bond shall have matured, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof. The Issuer and the Bond Trustee may charge the holder or owner of such Bond with their reasonable fees and expenses in this connection. SECTION 2.8. TRANSFER AND EXCHANGE OF BONDS; PERSONS TREATED AS OWNERS. The Issuer shall cause the Bond Register to be kept at the designated corporate trust office of the Bond Trustee, as Bond Registrar, which is hereby constituted and appointed the registrar of the Issuer. Upon surrender for transfer of any Bond at the designated corporate trust office of the Bond Trustee, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Trustee and duly executed by, the registered owner or the attorney of such owner duly authorized in writing, the Issuer shall execute and the Bond Trustee shall authenticate, date and deliver in the name of the transferee or transferees a new Bond or Bonds of the same maturity of authorized denominations, for the same aggregate principal amount and of like tenor. Any Bond or Bonds may be exchanged at said office of the Bond Trustee for the same aggregate principal amount of Bond or Bonds of other authorized denominations and of like tenor. The execution by the Issuer of any Bond shall constitute full and due authorization of such Bond and the Bond Trustee shall thereby be authorized to authenticate, date and deliver such Bond. If any Bond is transferred or exchanged on the Bond Register by the Bond Trustee after notice of the optional redemption of such Bond has been given, the Bond Trustee shall attach a copy of such notice to the Bond issued in connection with such transfer or exchange. The Bond Trustee shall not be required to register the transfer of or exchange any Bond after the mailing of 18 notice calling such Bond or portion thereof for redemption has occurred as herein provided, or during the period of fifteen days next preceding the giving of notice calling any Bond or Bonds of the same maturity for redemption. The Person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for the purpose of receiving payment of or on account of principal thereof and premium, if any, thereon and interest due thereon and for all other purposes, and neither the Issuer nor the Bond Trustee shall be affected by any notice to the contrary, but such registration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Any Bond surrendered for the purpose of payment or retirement or for exchange or transfer or for replacement pursuant to Section 2.7 or 2.8 hereof, shall be canceled upon surrender thereof to the Bond Trustee or any Paying Agent. Any such Bonds canceled by any Paying Agent other than the Bond Trustee shall be promptly transmitted by such Paying Agent to the Bond Trustee. Certification of Bonds canceled by the Bond Trustee and Bonds canceled by a Paying Agent other than the Bond Trustee which are transmitted to the Bond Trustee shall be made to the Issuer and to the Borrower. Canceled Bonds may be destroyed by the Bond Trustee unless instructions to the contrary are received from the Issuer or the Borrower. The Issuer and the Bond Trustee may charge each Bondholder requesting an exchange, change in registration or registration of transfer a sum not exceeding the actual cost of any tax, fee or other governmental charge required to be paid with respect to such exchange, registration or transfer, except in the case of the issuance of a definitive Bond for a temporary Bond and except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. SECTION 2.9. BOOK-ENTRY ONLY SYSTEM FOR THE BONDS. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC, and except as provided in Section 2.10 hereof, all of the Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Issuer, the Bond Trustee and the Borrower shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer, the Bond Trustee and the Borrower shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other Person, other than a Bondholder, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than a Bondholder, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Bond Indenture to the contrary, the Issuer, the Bond Trustee and each Paying Agent, if any, shall be entitled to treat and consider the Person in whose name each Bond is registered in the 19 Bond Register as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Bond Trustee and each Paying Agent, if any, shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Bondholders, as shown in the Bond Register as provided in this Bond Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to satisfy and discharge the Issuer's obligations fully with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No Person other than a Bondholder, as shown in the Bond Register, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest pursuant to this Bond Indenture. Upon delivery by DTC to the Bond Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Bond Indenture with respect to interest checks or drafts being mailed to the registered owner as of the close of business on the Record Date, the word "Cede & Co." in this Bond Indenture shall refer to such new nominee of DTC; and upon receipt of such a notice the Bond Trustee shall promptly deliver a copy thereof to each Paying Agent, if any. SECTION 2.10. SUCCESSOR SECURITIES DEPOSITORY; TRANSFERS OUTSIDE BOOK-ENTRY ONLY SYSTEM. In the event that the Issuer, the Borrower or the Bond Trustee determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer or the Bond Trustee shall, with the consent of the Borrower (which consent shall not be unreasonably withheld), (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bond certificates to such successor securities depository, or (ii) notify DTC and DTC Participants of the availability through DTC of Bond certificates and transfer one or more separate Bond certificates to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Bond Indenture. The Bond Trustee shall give written notice to the Borrower of a determination to issue certificated bonds. SECTION 2.11. PAYMENTS AND NOTICES TO CEDE & CO. Notwithstanding any other provision of this Bond Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. The Bond Trustee shall request in each notice sent to Cede & Co. pursuant to the terms of this Bond Indenture that Cede & Co. forward or cause to be forwarded such notice to the DTC Participants, but neither the Bond Trustee nor the Issuer shall be liable if the Bond Trustee fails to make such request or if Cede & Co. fails to honor such request. 20  ARTICLE III APPLICATION OF BOND PROCEEDS AND REQUIRED FUND DEPOSITS SECTION 3.1. EXPENSE FUND. A special fund is hereby established with the Bond Trustee and designated the "Expense Fund – Auburn Water System, Inc. Project" (hereinafter called the "Expense Fund") to the credit of which such deposits shall be made as are required by the provisions of Section 3.3 of this Bond Indenture. The monies in the Expense Fund shall be