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

permitted by this Loan Agreement, together with interest at the Bond Trustee's Prime Rate on such advances made by the Issuer, and to the payment of all taxes, assessments or claims prior to the claim of this Loan Agreement, except any taxes, assessments, liens or other charges, subject to which property may have been sold. SECOND: To the payment of any amounts then payable under the Tax Exemption Agreement. THIRD: To the payment of the whole amount then due, owing and unpaid on the Bonds for principal, interest and premium, if any, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid on the Bonds, then ratably according to the aggregate of such principal and the accrued and unpaid interest and premium, if any, without preference or priority as between principal, interest or premium; such application to be made upon presentation of the Bonds and the notation thereon of the payment, if partially paid, or the surrender and cancellation thereof, if fully paid. FOURTH: To the payment of any other sums required to be paid by the Borrower pursuant to any provisions of this Loan Agreement. 19  FIFTH: To the payment of the surplus, if any, to the Borrower, its successors or assigns, upon the Written Request of the Borrower or to whomsoever may be lawfully entitled to receive the same upon its written request, or as any court of competent jurisdiction may direct. SECTION 6.3. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Issuer (or the Bond Trustee, as assignee of the Issuer) is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 6.4. DELAY OR OMISSION NOT A WAIVER. No delay or omission of the Issuer to exercise any right or power accruing upon any event of default shall impair any such right or power, or shall be construed to be a waiver of any such event of default or an acquiescence therein; and every power and remedy given by this Loan Agreement to the Issuer (or the Bond Trustee as assignee of the Issuer) may be exercised from time to time and as often as may be deemed expedient by the Issuer (or the Bond Trustee as assignee of the Issuer). SECTION 6.5. REMEDIES SUBJECT TO PROVISIONS OF LAW. All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of the law of the State, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of the law of the State which may be controlling and to be limited to the extent necessary so that they will not render this Loan Agreement invalid or unenforceable under the provisions of any applicable law. ARTICLE VII SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT SECTION 7.1. SUPPLEMENTS AND AMENDMENTS TO THIS LOAN AGREEMENT. This Loan Agreement may be supplemented and amended only as provided in Article X of the Bond Indenture. ARTICLE VIII DEFEASANCE SECTION 8.1. DEFEASANCE. If the Borrower shall pay and discharge or provide, in a manner satisfactory to the Issuer, for the payment and discharge of the whole amount of the principal of, premium, if any, and interest on the Bonds, in such manner as to render all Bonds issued no longer Outstanding, and shall pay or cause to be paid all other sums payable hereunder, and all sums payable under the Bond Indenture, or shall make arrangements satisfactory to the Issuer and the Bond Trustee for such payment and discharge, then and in that case all property, rights and interest hereby conveyed or assigned or pledged shall revert to the Borrower, and the estate, right, title and interest of the Issuer therein shall thereupon cease, terminate and become void; and this Loan Agreement, and the covenants of the Borrower contained herein, shall be discharged except as provided in Section 5.5, and the Issuer or the Bond Trustee, on behalf of the Issuer, in such case on demand of the Borrower and at its cost and 20 expense, shall execute and deliver to the Borrower a proper instrument or proper instruments acknowledging the satisfaction and termination of this Loan Agreement, and shall convey, assign and transfer or cause to be conveyed, assigned or transferred, and shall deliver or cause to be delivered, to the Borrower, all property, including money, then held by the Issuer other than moneys deposited with the Bond Trustee for the payment of the principal of and premium, if any, or interest on the Bonds. The Borrower agrees to pay all reasonable costs of the Issuer, its advisors and counsel in connection with any refunding of the Bonds, including, without limitation, the cost of having a bond rating reassigned to any Bonds which are to be advance refunded, if applicable. The Borrower also agrees that prior to advance refunding the Bonds it will make available to any rating agency which is maintaining a rating on the Bonds to be refunded such information as any such rating agency may require to reassign a bond rating to any Bonds which are be advance refunded. ARTICLE IX MISCELLANEOUS PROVISIONS SECTION 9.1 LOAN AGREEMENT FOR BENEFIT OF PARTIES HERETO. Except as provided in Section 5.5, nothing in this Loan Agreement, express or implied, is intended or shall be construed to confer upon, or to give to, any person other than the parties hereto, any right, remedy or claim under or by reason of this Loan Agreement or any covenant, condition or stipulation hereof; and the covenants, stipulations and agreements contained in this Loan Agreement are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns. SECTION 9.2. SEVERABILITY. In the event any provision of this Loan Agreement is held invalid or unenforceable by any court of competent jurisdiction, the holding is not to invalidate or render unenforceable any other provision of this Loan Agreement. SECTION 9.3. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by first class mail postage prepaid with proper address as indicated in the Bond Indenture. The Issuer, the Borrower and the Bond Trustee may, by written notice given by each to the others, designate any address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Loan Agreement. SECTION 9.4. SUCCESSORS AND ASSIGNS. Whenever in this Loan Agreement any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be included and all the covenants, promises and agreements in this Loan Agreement contained by or on behalf of the Borrower, or by or on behalf of the Issuer, shall bind and inure to the benefit of the respective successors and assigns, whether so expressed or not. SECTION 9.5. COUNTERPARTS. This Loan Agreement is being executed in any number of counterparts, each of which is an original and all of which are identical. Each counterpart of this Loan Agreement is to be deemed an original hereof and all counterparts collectively are to be deemed but one instrument. 21  SECTION 9.6. GOVERNING LAW. It is the intention of the parties hereto that this Loan Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforced in accordance with the laws of the State. SECTION 9.7. IMMUNITY. To the extent permitted by law, no recourse may be had for any claim based on this Loan Agreement or any agreement supplemental to this Loan Agreement, against any member, director, trustee or officer, past, present or future member, employee, director or agent of the Borrower, or any predecessor or successor corporation, as such, either directly or through the Borrower or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by a constitution, statute or otherwise, of members, directors, trustees or officers, as such, being released as a condition of and consideration for the execution of this Loan Agreement. SECTION 9.8. OBLIGATIONS DUE ON SATURDAYS, SUNDAYS OR HOLIDAYS. If any date upon which an obligation of the Borrower or the Issuer is to be performed falls on a day which is not a Business Day, then the payment or fulfillment of the obligation may be made on the next succeeding Business Day with the same effect as if made on the date due. SECTION 9.9. LIMITATION ON INTEREST. No provision of this Loan Agreement is intended to require the payment or permit the collection of interest in excess of the maximum permitted by law. If any provision of this Loan Agreement requires payment of interest in an amount in excess of the maximum permitted by law, the Borrower is not obligated to pay any interest in excess of the amount permitted by law. This provision controls any provisions of this Loan Agreement inconsistent with it. 22  [SIGNATURE PAGE TO LOAN AGREEMENT] IN WITNESS WHEREOF, the Borrower and the Issuer have caused this Loan Agreement to be executed in their respective corporate names and have caused their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written. OKALOOSA COUNTY, FLORIDA, as Issuer (SEAL) By: Chairman, Board of County Commissioners ATTEST: By: Clerk AUBURN WATER SYSTEM, INC., as Borrower By: President 23  SCHEDULE A LOAN REPAYMENT SCHEDULE LOAN APPLICABLE TO SERIES 2014 BONDS PAYMENT DATE PRINCIPAL INTEREST TOTAL A-1