Okaloosa County BOCC — April 1, 2014 — Loan Agreement.2BL — reading text

pursuant to the Purchase Contract. The Borrower agrees that the proceeds of the Bonds being loaned to the Borrower pursuant to this Loan Agreement shall be deposited with the Bond Trustee and applied as provided in the Bond Indenture. (b) Additional Bonds may be issued upon the terms and conditions provided herein and in Section 2.2 of the Bond Indenture to provide funds (i) to pay the cost of financing, refinancing, acquiring, providing, constructing, enlarging, remodeling, renovating, improving, furnishing or equipping and refinancing the acquiring, constructing, equipping or completing of the Project, (ii) to refund any Bonds theretofore issued and then Outstanding under the Bond Indenture or any other obligations that are permitted to be refunded pursuant to the Act, or (iii) for any combination of such purposes. (c) If the Borrower is not in default hereunder and otherwise meets the requirements for the issuance of Additional Bonds under the Bond Indenture, including any necessary consents thereunder, the Issuer agrees, on request of the Borrower, from time to time, to consider the issuance of the amount of Additional Bonds specified by the Borrower; provided that the terms of such Additional Bonds, the purchase price to be paid therefor and the manner in which the proceeds thereof are to be disbursed shall have been approved in writing by the Borrower, and provided further that the Borrower and the Issuer shall have entered into an amendment to this Loan Agreement to provide, among other things, for additional loan payments in an amount at least sufficient to pay principal of, premium, if any, and interest on the Additional Bonds when due. SECTION 3.2. MAKING OF THE LOAN. The Issuer hereby loans $________ to the Borrower and the Borrower accepts the loan from the Issuer on the terms and conditions provided in this Loan Agreement. The proceeds of such loan will be disbursed to the Borrower as provided in this Loan Agreement and the Bond Indenture. SECTION 3.3. PAYMENT OF BONDS. The Borrower agrees that the principal of and the interest and redemption premium, if any, on the Bonds shall be payable in accordance with the provisions of the Bond Indenture and SCHEDULE A to this Loan Agreement and that this Loan Agreement and payments to be made hereunder (excluding Unassigned Rights) shall be assigned and pledged to the Bond Trustee to secure the payment of the Bonds. The foregoing notwithstanding, the Borrower agrees that the moneys and securities, if any, on deposit in the Rebate Fund created by the Tax Exemption Agreement are not part of the "trust estate" and are not available to make payments of principal of, premium, if any, and interest on the Bonds. SECTION 3.4 PLEDGE OF THIS LOAN AGREEMENT. Except for Unassigned Rights, all of the Issuer's right, title and interest in this Loan Agreement (including the right to receive the payments to be made by the Borrower pursuant to this Loan Agreement) have been assigned to the Bond Trustee pursuant to the Bond Indenture. The Borrower consents to that assignment and agrees that the Bond Trustee may enforce any of the rights, privileges and remedies of the Issuer under this Loan Agreement, other than the Unassigned Rights. 6  ARTICLE IV OBLIGATION PAYMENTS, FUND DEPOSITS, PREPAYMENTS AND OTHER PAYMENTS SECTION 4.1. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST; PAYMENTS REQUIRED BY THE TAX EXEMPTION AGREEMENT. The Borrower will duly and punctually pay the principal of, premium, if any, and interest on the Bonds in the manner set forth in SCHEDULE A to this Loan Agreement or in the Bond Indenture, according to the true intent and meaning thereof and hereof. Notwithstanding any schedule of payments set forth herein, the Borrower agrees to make payments upon the Bonds and be liable therefor at the times and in the amounts (including principal, interest and premium, if any) equal to the principal of, premium, if any, and interest on the Bonds from time to time outstanding, whether as regularly scheduled interest or principal payments, at maturity, by mandatory or optional redemption, acceleration or otherwise; provided, however, that the Borrower may be entitled to certain credits on such payments as permitted by Section 4.3 hereof. The Borrower also agrees to make any payments as required under the Tax Exemption Agreement. SECTION 4.2. PAYMENTS IN RESPECT OF THE BONDS AND THIS LOAN AGREEMENT. The Borrower covenants and agrees to make the deposits required under Section 4.2 of the Bond Indenture for the repayment of the loan of proceeds of the Bonds and other amounts payable hereunder and under the Bond Indenture. SECTION 4.3. CREDITS ON PRINCIPAL PAYMENTS. Notwithstanding any provision contained in this Loan Agreement or in the Bond Indenture to the contrary, the principal amount of Bonds of any maturity purchased by the Borrower and delivered to the Bond Trustee, or purchased by the Bond Trustee on behalf of the Borrower and canceled, shall be credited against the obligation of the Borrower to pay the principal of the Bonds due under this Loan Agreement equal to the principal amount of the Bonds so cancelled. SECTION 4.4. PREPAYMENT GENERALLY. No prepayment or purchase of the Bonds may be made except to the extent and in the manner expressly permitted by the Bond Indenture. Such prepayments or purchases shall be made by paying to the Bond Trustee an amount sufficient to redeem (when redeemable) or purchase all or a part of the Bonds, as the case may be, at the redemption or purchase prices specified therefor in the Bond Indenture in accordance with the Bond Indenture. Any prepayment or purchase pursuant to this Section shall include accrued interest and premium, if any, required for redemption or purchase of such Bonds as shall be purchased or redeemed by such prepayment. SECTION 4.5. NOTICE OF PREPAYMENT. The Borrower shall provide the Bond Trustee and the Issuer with a Written Request of any prepayment of and redemption or purchase of the Bonds not less than thirty-five (35) days prior to the prepayment date in described in Section 5.6 of the Bond Indenture, which Written Request shall designate the date of prepayment and the amount thereof and direct the redemption or purchase of Bonds in accordance with the terms of the Bond Indenture. SECTION 4.6. EFFECT OF PARTIAL PREPAYMENT. Upon any partial prepayment or purchase of the Bonds, each installment of interest which shall thereafter be 7 payable on the Bonds shall be reduced, taking into account the interest rate on the Bonds remaining outstanding after the redemption or purchase of Bonds from the proceeds of such partial prepayment and after the purchase and delivery and cancellation of Bonds described in Section 4.3 hereof. SECTION 4.7. AMORTIZATION SCHEDULES. On the date of any partial prepayment or purchase of the Bonds, the Borrower shall deliver to the Issuer and the Bond Trustee two copies of a new amortization schedule with respect to Bonds then outstanding setting forth the amount of the principal and interest installments to be paid after the date of such partial prepayment or purchase. SECTION 4.8. ADDITIONAL PAYMENTS. The Borrower agrees to pay directly all reasonable costs incurred by or on behalf of the Issuer or the Bond Trustee in connection with or incident to the issuance and sale of the Bonds which exceed the amount on deposit in the Expense Fund described in Section 3.1 of the Bond Indenture, including, without limitation, any commitment and other financing costs, recording expenses, trustee's acceptance fees and initial annual fees, legal fees, printing expenses, bond and issuer counsel fees and other fees and expenses. The Borrower agrees to pay or cause to be paid the following items to the following persons as additional payments under this Loan Agreement: (a) to the Bond Trustee, upon demand, an amount equal to all reasonable fees of the Bond Trustee for services rendered under the Bond Indenture and all fees and charges of any Paying Agent, registrar, counsel, accountant, consultant, engineer or other persons incurred in the performance of services under the Bond Indenture on request of the Bond Trustee for which the Bond Trustee and such other persons are entitled to payment or reimbursement, including, but not limited to, fees and expenses attributable to enforcement of remedies pursuant to Article VII of the Bond Indenture; (b) to the Issuer, within thirty (30) days of receipt of invoice, all reasonable fees and expenses incurred by the Issuer in relation to this Loan Agreement or the Bonds which are not otherwise required to be paid by the Borrower under the terms of this Loan Agreement; (c) to the Issuer or the Bond Trustee, as the case may be, the amount of all advances of funds made by either of them under the provisions of this Loan Agreement or an amount equal to all advances made by either of them under the Bond Indenture, with interest thereon at the Bond Trustee's Prime Rate from the date of each such advance; and (d) to the Bond Trustee, an amount equal to any deficiency in the amount required to be on deposit in any fund under the Bond Indenture caused by a decrease in the value of the investments therein. SECTION 4.9. BORROWER'S OBLIGATIONS UNCONDITIONAL. The Borrower agrees that its obligation to make the payments described in this Loan Agreement and to perform its obligations under this Loan Agreement are absolute and unconditional and are not subject to diminution by any defense (other than payment), by any right of set off, counterclaim 8 or abatement, by the happening or non-happening of any event or for any other reason whatsoever. ARTICLE V COVENANTS OF THE BORROWER SECTION 5.1. MAINTENANCE OF FACILITIES. The Borrower agrees that it will maintain and keep the property comprising the System to be maintained and kept in good repair, working order and condition except for ordinary wear and tear, and that it will make or cause to be made all necessary repairs and replacements, except with respect to such facilities as are obsolete or no longer useful or necessary to the Borrower's operations. SECTION 5.2. COMPLIANCE WITH ORDERS AND ORDINANCES. Subject to the following sentence, the Borrower will, at its sole cost and expense, comply with all present and future laws, ordinances, orders, decrees, rules, regulations and requirements of every duly constituted governmental authority, commission, association and court (collectively, a "Governmental Rule") of which the Borrower has notice and the violation of which would materially and adversely affect its property, plant and equipment or its use, occupancy, or condition. The Borrower is not required to comply with any Governmental Rule so long as the Borrower, in good faith and at its own cost and expense, is contesting the validity of the Governmental Rule or its applicability to the Borrower or is taking other appropriate action in an appropriate manner and by appropriate proceedings which operate during its pendency to prevent the sale, forfeiture, loss or loss of use and occupancy of its property, plant and equipment; provided, that no contest, action or proceeding may subject the Issuer or the Bond Trustee to any liability unless the Borrower had indemnified the Issuer or the Bond Trustee, as the case may be, to the satisfaction of the Issuer or