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

the Bond Trustee. SECTION 5.3. SUFFICIENT REVENUES. Notwithstanding any other provision of the Borrower's Documents, the Borrower unconditionally agrees that it will pay pursuant to this Loan Agreement the full amount needed and at the times needed to enable the Issuer (or the Bond Trustee on its behalf) to make timely payment of the principal of (whether due upon maturity, redemption, acceleration or otherwise), premium, if any, and interest on the Bonds. SECTION 5.4. ISSUER'S RIGHT TO PERFORM THE BORROWER'S COVENANTS. If the Borrower fails to make any payment or perform any act required by any of the Borrower's Documents (unless the payment or performance is one which any of the Borrower's Documents permits the Borrower to contest and the Borrower is contesting it by diligently pursuing appropriate proceedings) then the Issuer or the Bond Trustee, upon not less than five (5) days' prior written notice to the Borrower, may (but is not obligated to) remedy the default for the account of the Borrower and make advances for that purpose. No remedy by the Issuer or the Bond Trustee operates to release the Borrower from its default. Any money advanced by the Issuer or the Bond Trustee in the discharge of an obligation of the Borrower under this Loan Agreement are additional obligations of the Borrower to the one making the advance, are due from the Borrower in immediately available funds on demand and bear interest at the Bond Trustee's Prime Rate from the date of the advance until paid. 9  SECTION 5.5. INDEMNITY. (a) The Borrower agrees to pay, and agrees to protect, indemnify and save the Issuer and the Bond Trustee harmless from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees), causes of action, settlements, judgments or other obligations of any nature arising through any suits, claims, demands, actions or proceedings of any nature arising from, in connection with or as a result of: (i) any injury to or death of any person or damage to property in or upon the Project or resulting from or connected with the use, non-use, condition or occupancy of the Project or any part thereof; (ii) the violation of any agreement or condition of this Loan Agreement or the Tax Exemption Agreement, except by the Bond Trustee; (iii) the violation of any contract, agreement or restriction by the Borrower relating to its property, plant and equipment; (iv) the violation of any law, ordinance or regulation arising out of the ownership, occupancy or use of its property, plant and equipment or any part thereof; (v) the construction, acquisition, equipping and installation of the Project or the failure to construct, acquire, equip or install the Project; (vi) the issuance and sale of the Bonds or the execution, delivery and performance of the Borrower's Documents or the Bond Indenture; (vii) any act of the Borrower or any of its agents, contractors or licensees; and (viii) any statement or information concerning the Borrower, its officers and members or the property, plant and equipment of the Borrower contained in the Official Statement or any other prospectus furnished to purchasers of any securities that is untrue or incorrect in any material respect and any omission from the Official Statement or any prospectus of any statement or information which should be contained in it for the purpose for which it is to be used or which is necessary to make the statements in it concerning the Borrower, its officers and members or the property, plant and equipment of the Borrower not misleading in any material respect, if such other official statement or prospectus is approved in writing by the Borrower. Nothing contained in this Loan Agreement prohibits the Borrower from pursuing its remedies against the Issuer or the Bond Trustee for damages caused by the Issuer's gross negligence or willful acts or the Bond Trustee's negligent or willful acts. (b) The Borrower also agrees to indemnify and hold harmless the Bond Trustee against any loss, liability or expense incurred without negligence or bad faith on the part of the Bond Trustee arising out of or in connection with the acceptance or administration of the Bond Indenture, including the costs and expense of a defense against any claim or liability. (c) If any suit, claim, demand, action or proceeding is brought against the Issuer or the Bond Trustee with respect to which indemnity may be sought under this Section, the Issuer and the Bond Trustee, as the case may be, agree to promptly notify the Borrower in writing, and 10 the Borrower agrees to assume the defense of the suit, claim, demand, action or proceeding, including the employment of Independent Counsel and the payment of all expenses. Each of the Issuer and the Bond Trustee may, however, retain its own counsel and still be indemnified against the cost of employing counsel and all other expenses despite an assumption of the defense by the Borrower if the Issuer or the Bond Trustee believes in good faith that there are defenses available to it which are not available to the Borrower or which are adverse to or in conflict with those available to the Borrower and which the Issuer or the Bond Trustee believes in good faith cannot be effectively asserted by common counsel. The Issuer and the Bond Trustee always have the right to employ separate Independent Counsel but, subject to the preceding sentence, fees and expenses of its separate Independent Counsel must be paid by the Issuer or the Bond Trustee unless the Borrower and the Issuer or the Bond Trustee have mutually agreed to the employment of the Issuer's or the Bond Trustee's separate Independent Counsel. The Borrower is not liable for any settlement of a suit, claim, demand, action or proceeding effected without its written consent. If the suit, claim, demand, action or proceeding is settled with the consent of the Borrower or results in a final judgment for the plaintiff, the Borrower agrees to indemnify and hold harmless the Issuer and the Bond Trustee from and against any loss or liability by reason of the settlement or judgment. All amounts payable to or with respect to the Issuer under this Section shall be deemed to be fees and expenses of the Issuer for the purposes of the provisions hereof and of the Bond Indenture dealing with the assignment of the Issuer's rights hereunder. SECTION 5.6. NOTICE OF DEFAULT. The Borrower agrees to give to the Bond Trustee notice of any event which with the lapse of time or the giving of notice or both would be an event of default hereunder (a "default") within ten (10) days of the Borrower or any of its officers learning of the occurrence of the default. SECTION 5.7. MAINTENANCE OF EXISTENCE. The Borrower agrees that during the term of this Loan Agreement it will maintain its corporate existence as a provider of utility services pursuant to the Act and will be duly qualified to transact business in the State, will not dissolve, will not sell, lease, transfer or otherwise dispose of all or substantially all of its assets, will not receive from any other corporation by sale, lease, transfer or otherwise all or substantially all of its assets, will not consolidate with or merge into another corporation and will not permit one or more other corporations to consolidate with or merge into it. SECTION 5.8. FINANCIAL INFORMATION AND REPORTS. (a) The Borrower agrees to keep proper books of record and account in which full, true and correct entries will be made of all the Borrower's business and affairs in accordance with generally accepted accounting principles consistently maintained. (b) The Borrower agrees to comply with the continuing reporting requirements set forth in the Continuing Disclosure Agreement. (c) The Borrower agrees to provide such additional information as the Bond Trustee may reasonably request to determine whether the covenants, terms and provisions of this Loan Agreement have been complied with and for that purpose all pertinent books, documents and vouchers relating to the business, affairs and Project (other than patient and personnel records), 11 to the extent permitted by law, shall upon reasonable request of the Bond Trustee be open to inspection. SECTION 5.9. TAX EXEMPT BONDS. The Borrower and Issuer intend that the interest paid on the Series 2014A Bonds will be excluded from the gross income of the Owners of the Series 2014A Bonds for federal income tax purposes pursuant to Section 103 of the Code. The Borrower agrees that it will not take any action which would, or fail to take any action the omission of which would, adversely affect the validity of the Series 2014A Bonds or any exemption from federal income taxation to which interest on the Series 2014A Bonds would otherwise be entitled. SECTION 5.10. INVESTMENTS AND ARBITRAGE. Section 4.4 of the Bond Indenture provides that money on deposit in the Bond Indenture funds will be invested in Qualified Investments as directed by the Borrower. The Borrower agrees (i) to provide written investment instructions to the Bond Trustee as needed, (ii) that all of such investment instructions are subject to the provisions of the Tax Exemption Agreement and Section 6.9 of the Bond Indenture, and (iii) that it will not make or direct any use of any funds which will cause the Series 2014A Bonds to be "arbitrage bonds" within the meaning of such term as used in Section 148 of the Code ("Arbitrage Bonds"). The Borrower agrees for the benefit of the Owners of the Series 2014A Bonds that no use will be made of the proceeds derived from the issuance and sale of the Series 2014A Bonds which will cause the Series 2014A Bonds to be Arbitrage Bonds. SECTION 5.11. DISPOSITION OF PROJECT FUND AND EXPENSE FUND MONEYS. The Borrower agrees that if after payment by the Bond Trustee of all amounts requested pursuant to Written Requests theretofore tendered to the Bond Trustee under the provisions of Sections 3.1 and 3.2 of the Bond Indenture, there shall remain any moneys in the Expense Fund or Project Fund, such moneys shall be used or deposited as provided in Sections 3.1 and 3.2 of the Bond Indenture. SECTION 5.12. LIMITATIONS ON ADDITIONAL INDEBTEDNESS. The Borrower covenants and agrees that it will not incur any Additional Indebtedness if, after giving effect to all other Indebtedness incurred by the Borrower, such Indebtedness could not be incurred pursuant to this Section 5.12. Any Indebtedness may be incurred only in the manner and pursuant to the terms set forth in such subsections. (a) Except in the case of Additional Indebtedness issued for the purpose of refunding Outstanding Bonds, the Borrower shall certify that it is current in all deposits into the various funds and accounts established by the Bond Indenture and all payments theretofore required to have been deposited or made by it under the provisions hereof and of the Bond Indenture, and the Borrower is in compliance with the covenants and agreements of this Loan Agreement. (b) An independent certified public accountant shall certify to the Borrower that the amount of the Net Revenues (excluding Investment Earnings with respect to the Project Fund) received by the Borrower during the immediately preceding Fiscal Year or any 12 consecutive months selected by the Borrower of the 24 months immediately preceding the issuance of said Additional Indebtedness, adjusted as hereinafter provided, were equal to at least 125%