Fort Walton Beach Resolution — 90-10-IDRB-Guidance Clinic — reading text

limitation, the amounts payable under the Agreement and any other amounts hereby assigned and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as herein expressed, and Issuer has agreed and covenanted, and does hereby agree and covenant with Trustee and with the respective owners of the Bonds as follows: 4- 5769q  ARTICLE I DEFINITIONS The following words and phrases shall have the following meanings: Act" means the Florida Industrial Development Financing Act, being Section l59. 25 et seq. , Florida Statutes Annotated, as amended, and the Florida Interlocal Cooperation Act of 1969, being Section 163. Ol et seq., Florida Statutes Annotated, as amended. Additional Bonds" means bonds issued by Issuer pursuant to this Indenture in addition to the Series 1990 Bonds. Agreement" means the Loan Agreement dated as of March I, 1990, between Issuer and Company, and any amendments and supplements thereto made In accordance with this Indenture and the Loan Agreement. Authorized Denomination" means ( i) as long as the Original Purchaser is the Owner of 100% of the aggregate principal amount of Bonds Outstanding, any principal amount, and ( ii) at any time that the Original Purchaser is not the Owner of 100% of the aggregate principal amount of Bonds Outstanding, $ 100, 000 principal amount or any integral multiple of $ 5, 000 in excess thereof. Bond Fund" means the fund created in Section 5. 02 hereof. Bondowner" or " Owner" means the registered owner of any Bond. Bonds" means the Series 1990 Bonds and any Additional Bonds. Business Day" means a day on which banking business is transacted, but not including any day on which banks are authorized to be closed, in the city in which Trustee has its principal corporate trust office. Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code is deemed to include the United States Treasury Regulations proposed which if adopted in their current form would apply to the Bonds) or in effect with respect thereto and appl icable to the Bonds or the use of the proceeds thereof, and shall include any successor provision to such provision of the Code. 5- 5769q  Company" means ( i) Okaloosa Guidance CI inic, Inc., a not- for- profit corporation organized and validly existing under the laws of the State of Florida, and its successors and assigns, and ( ii) any surviving, resulting or transferee entity as provided in Section 2. 2( b) of the Agreement. Company Representative" the person or persons at means the time designated to act on behalf of Company by written certificate furnished to Issuer and Trustee containing the specimen signatures of such person or persons and signed on behalf of Company by its President or Vice- President. Completion Date" means the later of ( i) the date of refinancing of the Crestview Facility, ( ii) the date of refinancing of the Lewis Street Facility or ( iii) the date of completion of acquisition, renovation and equipping of the Hospital Drive Facility, as that date shall be certified as provided in Section 3. 5 of the Agreement. Construction Fund" means the fund created in Section 5. 06 hereof. Consultant" means an independent architect, engineer or contractor licensed in the State and appointed by the Company and acceptable to the Trustee) in connection with the construction, restoration or replacement of any of the Facilities. Cost of Construction and Refinancing" means, with respect to the Facilities, all items permitted to be financed under the provisions of the Act, including, but not limited to: i) all costs which Issuer or Company shall be required to pay under the terms of any contract or contracts for the acquisition, refinancing, renovation or equipping of the Facilities; ii) ob~ igations of Company incurred for labor and materials connection In with the acquisition, refinancing, renovation or equipping of the Facilities, reimbursement to Company for all advances and including payments made in connection with the Facilities prior to or after delivery of the Bonds, including but not limited to sales or use taxes in connection therewith; iii) the cost of payment and performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect during the course of the construction of the Hospital Drive Facility; 6- 5769q  Issuer Representative" means the person or persons at the time designated to act on behalf of Issuer by written certificate furnished to Company and Trustee containing the specimen signatures of such person or persons and signed on behalf of Issuer by its Mayor, City Manager or Clerk. Late Payment Rate" means a rate of interest equal to the Prime Rate plus an additional five percent ( 5%) per annum but not to exceed the maximum rate of interest permitted by law) . Lewis Street Facility" means the health care facility of the Company located at 333 Lewis Street, Fort Walton Beach, Florida, to be refinanced with a portion of the Series 1990 Bonds. Mortgage" that means Mortgage and Security Agreement dated as of date herewith between the Company and the even Issuer and any amendments and supplements thereto. Mortgaged Facilities" means the Equipment and the Mortgaged Facility Sites. Mortgaged Faci I i ty Sites" means the real estate described in Exhibit A hereto on which the Equipment will be situated, which real estate is owned by Company, and any other interests in real property, leasehold interests, easements, licenses and rights in real property hereafter acquired by Company with proceeds of the Bonds for use in connection with the operations of the Company, less any interests in real property, easements, licenses, rights of way or similar rights and privileges as may be released from the lien of the Mortgage as provided therein, or taken by the exercise of the power of eminent domain. Net Proceeds" means, when used with respect to any insurance proceeds from policies required by Section 4. 6 of the Agreement or any condemnation award, the amount remaining after deducting all expenses ( including attorneys' fees) incurred in the collection of such proceeds or award from the gross proceeds thereof. Original Purchaser" means Sunshine Bank, Fort Walton Beach, Florida. Outstanding" or " Bonds Outstanding" means all Bonds which have been authenticated and delivered by Trustee under this Indenture, except: 10- 5769q  Prime Rate" means the annual interest rate announced from time to time, by Sunshine Bank as the prime rate ( which interest rate is only a bench mark, is purely discretionary and is not necessarily the best or lowest rate charge borrowing customers of any subsidiary bank of Sunshine Bank). Record Date" means the 15th calendar day before the Interest Payment Date. Series Bonds" 1990 means the $ l, 500, 000 aggregate principal of Issuer' amount s First Mortgage Revenue Bonds Okaloosa Guidance Clinic Project) Series 1990 issued by Issuer pursuant to this Indenture. State" means the State of Florida. Tax Regulatory Agreement" means the Tax Regulatory Agreement, dated as of March 1, 1990 by and among the Issuer, the Company and the Trustee and any amendments and supplements thereto. Tax Year" means the one- year periods during the term of the Series 1990 Bonds beginning on each March 2 and ending on the March 1 ( unless a different period is following required by the Code). The first Tax Year begins on the date of issuance of the Series 1990 Bonds and ends on March 1, 1991. Term of Agreement" means the term of the Agreement as specified in Section 11. 1 of the Agreement. Trustee" Bank and its successors and any means Sunshine corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Trustee at the time serving as successor trustee hereunder. Trust Estate" means the property conveyed to Trustee pursuant to the Granting Clauses hereof. End of Article I] 12- 5769q  time, or from time to time, increased or decreased, then the rate of interest on the Series 1990 Bonds shall thereafter be decreased, in the case of a decrease in the Deduction Disallowance Rate, or increased, in the case of an increase in the Deduction Disallowance Rate, effective as of the effective date of any such change in the Deduction Disallowance Rate, by an amount equal to . 025% for each one percent (