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

the benefit of all Outstanding Bonds and shall not be subject to lien or attachment of any creditor of the Issuer or the Borrower. Such moneys shall be held in trust and applied in accordance with the provisions of this Bond Indenture. SECTION 4.6. EXCLUDED FUNDS; TRANSFERS TO REBATE FUND. The foregoing provisions of this Article IV notwithstanding, (i) the Rebate Fund shall not be considered a part of the "trust estate" created by this Bond Indenture, and (ii) the Bond Trustee shall be permitted to transfer moneys on deposit in any of the trust funds established under this Article IV to the Rebate Fund in accordance with the Written Request of the Borrower purported to be pursuant to the provisions of the Tax Exemption Agreement. 25  ARTICLE V REDEMPTION OF BONDS SECTION 5.1. MANDATORY SINKING FUND REDEMPTIONS WITHOUT PREMIUM. (a) The Series 2014A Bonds maturing on ________ 1, ______ shall be subject to mandatory redemption and payment prior to maturity in the principal amounts below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium. Pursuant to Section 4.2 of the Loan Agreement, the Borrower shall deposit in the Bond Sinking Fund a sum that, together with all amounts then on deposit in the Bond Sinking Fund and then available for the redemption of the Series 2014A Bonds, shall be sufficient to redeem (after credit as provided below) the following principal amounts of Series 2014A Bonds on the following sinking fund payment dates: _________1 Principal of the Year Amount $ *Final Maturity (b) The Series 2014B Bonds maturing on ________ 1, _____ shall be subject to mandatory redemption and payment prior to maturity in the principal amounts below at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium. Pursuant to Section 4.2 of the Loan Agreement, the Borrower shall deposit in the Bond Sinking Fund a sum that, together with all amounts then on deposit in the Bond Sinking Fund and then available for the redemption of the Series 2014B Bonds shall be sufficient to redeem (after credit as provided below) the following principal amounts of Series 2014B Bonds on the following sinking fund payment dates: ________ 1 Principal of the Year Amount $ *Final Maturity (c) On or before the thirtieth (30th) day prior to any sinking fund payment date, the Bond Trustee shall proceed to select for redemption (by lot in such manner as the Bond Trustee 26 may determine), from all Outstanding Bonds subject to mandatory sinking fund redemption on such date, an aggregate principal amount of such Bonds equal to the amount required to be on deposit in the Bond Sinking Fund with respect to such Bonds on such sinking fund payment date, and shall call such Bonds or portions thereof in Authorized Denominations for redemption from the Bond Sinking Fund on such sinking fund payment date and give notice of such call. At the option of the Borrower, to be exercised by delivery of a Written Request of the Borrower to the Bond Trustee on or before the sixtieth (60th) day next preceding any sinking fund payment date, it may (i) deliver to the Bond Trustee for cancellation Bonds or portions thereof in Authorized Denominations of the maturity relating to such sinking fund payment date in any aggregate principal amount desired by the Borrower, or (ii) specify a principal amount of Bonds or portions thereof in Authorized Denominations or the maturity relating to such sinking fund payment date which prior to said date have been purchased or redeemed (otherwise than through the operation of the Bond Sinking Fund) and cancelled by the Bond Trustee at the request of the Borrower and not theretofore applied as a credit against any sinking fund payment. Each such Bond or portion thereof so delivered or previously redeemed shall be credited by the Bond Trustee at one hundred percent (100%) of the principal amount thereof against the obligation of the Issuer on such sinking fund payment date with respect to Bonds of such maturity. Any excess shall be credited against the next sinking fund payment relating to the Bonds of such maturity. In the event the Borrower shall avail itself of the provisions of clause (i) of the second sentence of this paragraph, the Written Request shall be accompanied by the Bonds or portions thereof to be cancelled. (d) The amount of mandatory Bond Sinking Fund redemption requirement shall be reduced by the amount of Bonds acquired and delivered in accordance with Section 4.3 hereof in satisfaction of such Bond Sinking Fund requirement. Payment or redemption of the Bonds through the Bond Sinking Fund shall be without premium. The Bonds shall be redeemed by the Bond Trustee pursuant to the provisions of this paragraph without any notice from or direction by the Issuer or the Borrower. Interest is payable upon mandatory Bond Sinking Fund redemptions as set forth in Section 4.2 hereof. SECTION 5.2. OPTIONAL REDEMPTION. (a) The Series 2014 Bonds are not redeemable at the option of the Borrower or the Issuer prior to _______ 1, _____. The Series 2014 Bonds may be redeemed in whole or in part at the option of the Issuer (upon the direction of the Borrower) on any date on or after _______ 1, ______ at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the date fixed for redemption during the periods set forth below: Redemption Period (Both Dates Inclusive) Redemption Price 27  (b) Any Series 2014 Bonds which are Borrower Bonds are subject to redemption in whole or in part (in an Authorized Denomination) prior to their Maturity Date at the option of the Borrower out of amounts deposited in the Redemption Fund by the Borrower, in whole or in part (and if in part, in an Authorized Denomination) on any Business Day while such Series 2014 Bonds are Borrower Bonds at a redemption price equal to 100% of the principal amount thereof plus accrued interest, if any, to the redemption date. SECTION 5.3. PURCHASE IN LIEU OF REDEMPTION. In lieu of an optional redemption and cancellation of Bonds, Bonds may be purchased by the Trustee on behalf of the Issuer at the direction of the Borrower for the premiums set forth in Section 5.2 hereof and either (i) cancelled, or (ii) remarketed. Notice and selection of Bonds being purchased pursuant to the provisions of this Section 5.3 shall be given/selected in the same manner as the notice and selection of Bonds called for optional redemption; provided, that the notice provided for in Section 5.4 hereof shall be modified as necessary to reflect a purchase in lieu of redemption. SECTION 5.4. NOTICE OF REDEMPTION; CONDITIONAL NOTICE. (a) Except as hereinafter provided, a copy of the notice of the call for any such redemption identifying the Bonds to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed at their addresses as shown on the Bond Register not less than thirty (30) days or more than sixty (60) days prior to the redemption date. Except for mandatory Bond Sinking Fund redemptions, prior to the date that the redemption notice is first given as aforesaid, funds shall be placed with the Bond Trustee to pay the principal of such Bonds, any premium thereon and accrued interest thereon to the redemption date, or such notice shall state that any redemption is conditional on such funds being deposited with the Bond Trustee on the redemption date and that a failure to make such deposit shall not constitute an event of default hereunder. (b) Failure to give notice in the manner prescribed hereunder with respect to any Bond, or any defect in such notice, shall not affect the validity of the proceedings for redemption for any Bond with respect to which notice was properly given. Upon the happening of the above conditions and if sufficient moneys are on deposit with the Bond Trustee on the applicable redemption date to redeem the Bonds to be redeemed and to pay interest due thereon and premium, if any, the Bonds thus called shall not after the applicable redemption date bear interest, be protected by this Bond Indenture or be deemed to be outstanding under the provisions of this Bond Indenture. The Bond Trustee shall redeem, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and unpaid thereon and premium, if any, as will exhaust as nearly as practicable such funds. At the direction of the Borrower, such funds may be invested in United States Government Obligations until needed for redemption payout. (c) Notwithstanding the foregoing, so long as Bonds are subject to the book-entry only system of registration, such notice shall only be sent to the corresponding securities depository (which shall initially be DTC) and such notice may be sent by means of facsimile or any other means acceptable to the securities depository. 28  (d) If any Bond is transferred or exchanged on the Bond Register by the Bond Registrar after notice has been given calling such Bond for redemption, the Bond Registrar will attach a copy of such notice to the Bond issued in connection with such transfer. SECTION 5.5. METHOD OF SELECTING BONDS IN CASE OF PARTIAL REDEMPTION. In the event that less than all of the Outstanding Bonds or portions thereof shall be redeemed, the maturities of the Bonds to be redeemed shall be designated by the Borrower and, if not so designated, the Bonds to be redeemed shall be redeemed in inverse order of maturity. If less than all Bonds or portions thereof of a single maturity are to be redeemed, they shall be selected by lot in such manner as the Bond Trustee may determine (subject to Section 5.1(d) hereof). In case a Bond is of a denomination larger than an Authorized Denomination, a portion of such Bond may be redeemed, but Bonds shall be redeemed only in the principal amount of an Authorized Denomination each or any integral multiple thereof. Upon surrender of any Bond for redemption in part only, the Issuer shall execute and the Bond Trustee shall authenticate and deliver to the owner thereof, at the expense of the Borrower, a new Bond or Bonds of the same maturity of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. SECTION 5.6. BONDS DUE AND PAYABLE ON REDEMPTION DATE; INTEREST CEASES TO ACCRUE. Except as otherwise provided in Section 5.1 hereof, on or before the Business Day prior to the redemption date specified in the notice of redemption, an amount of money which together with all amounts then on deposit in the Bond Sinking Fund or Redemption Fund as appropriate and available for redemption of the Bonds shall be sufficient to redeem all Bonds called for redemption at the appropriate redemption price, including accrued interest to the date fixed for redemption,