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

shall be paid to the Bond Trustee for deposit in the Bond Sinking Fund or Redemption Fund, as appropriate. On the redemption date the principal amount of each Bond to be redeemed, together with the accrued interest thereon to such date and redemption premium, if any, shall become due and payable; and from and after such date, notice having been given and the deposit having been made in accordance with the provisions of this Article V, then, notwithstanding that any Bonds called for redemption shall not have been surrendered, no further interest shall accrue on any such Bonds. From and after such date of redemption (such notice having been given and such deposit having been made), the Bonds to be redeemed shall not be deemed to be Outstanding hereunder, and the Issuer shall be under no further liability in respect thereof. SECTION 5.7. CANCELLATION. All Bonds which have been redeemed shall be cancelled and cremated or otherwise destroyed by the Bond Trustee and shall not be reissued and a counterpart of the certificate of cremation or other destruction evidencing such cremation or other destruction shall be furnished by the Bond Trustee to the Issuer and the Borrower; provided, however, that one or more new Bonds shall be issued for the unredeemed portion of any Bond without charge to the holder thereof. 29  ARTICLE VI GENERAL COVENANTS SECTION 6.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. Subject to the limited source of payment hereinafter referred to, the Issuer covenants that it will promptly pay the principal of, premium, if any, and interest on every Bond issued under this Bond Indenture at the place, on the dates and in the manner provided herein and in said Bond according to the true intent and meaning thereof. The principal of and interest and premium, if any, on the Bonds are payable solely from payments or prepayments by the Borrower under the Loan Agreement, which payments are hereby specifically assigned and pledged to the payment of the Bonds in the manner and to the extent herein specified, and nothing in the Bonds or in this Bond Indenture shall be considered as assigning or pledging any other funds or assets of the Issuer (except the moneys and the Loan Agreement pledged under this Bond Indenture). SECTION 6.2. PERFORMANCE OF COVENANTS; LEGAL AUTHORIZATION. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Bond Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all proceedings of its members pertaining thereto. The Issuer shall not be required to perform any undertaking or to execute any instrument pursuant to the provisions hereof until it shall have been requested to do so by the Borrower or the Bond Trustee, or shall have received the instrument to be executed and, at the option of the Issuer, shall have received from the party requesting such performance or execution assurance satisfactory to the Issuer that the Issuer shall be reimbursed for its reasonable expenses incurred or to be incurred in connection with such performance or execution. The Issuer represents that it is duly authorized under the Constitution and laws of the State to issue the Bonds authorized hereby, to execute this Bond Indenture, to assign the Loan Agreement and payments thereunder under this Bond Indenture in the manner and to the extent herein set forth; all action on its part for the issuance of the Bonds and the execution and delivery of this Bond Indenture has been taken; and the Bonds in the hands of the holders thereof as shown on the Bond Register are and will be valid and enforceable obligations of the Issuer according to the import thereof. SECTION 6.3. OWNERSHIP; INSTRUMENTS OF FURTHER ASSURANCE. The Issuer represents that the pledge and assignment of its interest in the Loan Agreement (other than the Unassigned Rights) to the Bond Trustee hereby made are valid. The Issuer covenants that it will defend, at the sole cost of the Borrower, its interest in the Loan Agreement and the assignment thereof to the Bond Trustee, for the benefit of the holders of the Bonds against the claims and demands of all Persons whomsoever. The Issuer covenants that, at the sole cost of the Borrower, it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Bond Trustee may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Bond Trustee, the Loan Agreement and all payments thereon and thereunder pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. 30  SECTION 6.4. RECORDING AND FILING. The Issuer covenants that, solely from additional amounts payable as provided in Section 4.8 of the Loan Agreement, it will cause, if necessary, this Bond Indenture and all supplements hereto and the Loan Agreement and all supplements thereto, and all related financing statements, to be kept, recorded and filed in such manner and in such places as may be required by law in order to preserve and protect fully the security of the holders of the Bonds and the rights of the Bond Trustee hereunder. SECTION 6.5. BOOKS AND RECORDS. The Issuer covenants that so long as any Bonds are outstanding and unpaid, to the extent of its financial dealings or transactions in relation to the Borrower and the amounts derived from the Loan Agreement pledged under this Bond Indenture, it will cause the Bond Trustee to keep, or cause to be kept, proper records and accounts and the Bond Trustee hereby agrees to keep such records and provide the same to the Issuer and Borrower upon reasonable request. Such records and accounts shall at all times be open for any lawful purpose to the inspection of such accountants or other agencies as the Bond Trustee may from time to time designate. SECTION 6.6. LIST OF BONDHOLDERS. The Bond Registrar will keep on file at its office the Bond Register, indicating the names and addresses of the holders of the Bonds and the serial numbers of such Bonds held by each of such holders. At reasonable times and under reasonable regulations established by the Bond Registrar, the Bond Register may be inspected and copied by the Borrower, the Issuer or by the authorized representative of any holder or holders of ten percent (10%) or more in outstanding principal amount of the Bonds, such ownership and the authority of any such designated representatives to be evidenced to the satisfaction of the Bond Registrar. SECTION 6.7. RIGHTS UNDER THE LOAN AGREEMENT. The Issuer agrees that the Bond Trustee in its own name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Borrower under and pursuant to the Loan Agreement for and on behalf of the Bondholders (other than the Unassigned Rights), whether or not the Issuer is in default hereunder. SECTION 6.8. DESIGNATION OF ADDITIONAL PAYING AGENTS. The Issuer may, in its discretion (but only with the prior consent of the Borrower), cause the necessary arrangements to be made through the Bond Trustee and to be thereafter continued for the designation of alternate Paying Agents and for the making available of funds hereunder for the payment of such of the Bonds as shall be presented when due at the principal corporate trust office of the Bond Trustee, or its successor in trust hereunder, or at the principal corporate trust office of said alternate Paying Agents. SECTION 6.9. ARBITRAGE; COMPLIANCE WITH TAX EXEMPTION AGREEMENT. The Issuer covenants and agrees that it will not take any action or fail to take any action with respect to the investment of the proceeds of any Bonds issued under this Bond Indenture (regardless of the source thereof and whether or not held under this Bond Indenture) or with respect to the payments derived from the Loan Agreement or any other moneys regardless of source or where held which may, notwithstanding compliance with the other provisions of this Bond Indenture, the Loan Agreement and the Tax Exemption Agreement, result in constituting the Series 2014A Bonds "arbitrage bonds" within the meaning of such term as used in Section 31 148 of the Code. The Issuer further covenants and agrees that it will comply with and take all actions required by the Tax Exemption Agreement. 32  ARTICLE VII EVENTS OF DEFAULT AND REMEDIES SECTION 7.1. EVENTS OF DEFAULT. Each of the following events is hereby declared an "event of default:" (a) payment of any installment of interest on any of the Bonds (other than Borrower Bonds) shall not be made when the same shall become due and payable; or (b) payment of the principal of or the redemption premiums, if any, on any of the Bonds (other than Borrower Bonds) shall not be made when the same shall become due and payable, either at maturity, by proceedings for redemption or through failure to make any payment to any Fund hereunder or otherwise; or (c) the Issuer shall for any reason be rendered incapable of fulfilling its obligations hereunder; or (d) an order or decree shall be entered, appointing a receiver, receivers, custodian or custodians for any of the revenues of the Issuer, or approving a petition filed against the Issuer seeking reorganization of the Issuer under the federal bankruptcy laws or any other similar law or statute of the United States of America or any state thereof, or if any such order or decree, having been entered without the consent or acquiescence of the Issuer, shall not be vacated or discharged or stayed on appeal within sixty (60) days after the entry thereof; or (e) any proceeding shall be instituted, with the consent or acquiescence of the Issuer, or any plan shall be entered into by the Issuer, for the purpose of effecting a compromise between the Issuer and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or State statute now or hereafter enacted, if the claims of such creditors are under any circumstances payable from any part or all of the trust estate, including money derived by the Issuer under this Bond Indenture or the Loan Agreement (other than Unassigned Rights); or (f) the Issuer (i) files a petition in bankruptcy under the applicable title of the United States Code, as amended, (ii) makes an assignment for the benefit of its creditors, (iii) consents to the appointment of a receiver, custodian or trustee for itself or for the whole or any part of the trust estate, or (iv) is generally not paying its debts as such debts become due; or (g) (i) the Issuer is adjudged insolvent by a court of competent jurisdiction, (ii) on a petition in bankruptcy filed against the Issuer it is adjudged a bankrupt, or (iii) an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Issuer, a receiver, custodian or trustee of the Issuer or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof; or (h) the Issuer shall file a