Okaloosa County BOCC — August 19, 2014 — Note Resolution — reading text

interest on such Series 2014 Note to be included in gross income for purposes of federal income taxation to the extent not otherwise included therein on the date of issuance of the Series 2014 Note. The County covenants with the Holder of the Series 2014 Note that neither the County nor any Person under its control or direction will make any use of the proceeds of such Series 2014 Note (or amounts deemed to be proceeds under the Code) in any manner which would cause such Series 2014 Note to be an "arbitrage bond" within the meaning of Section 148 of the Code, and neither the County nor any other Person shall do any act or fail to do any act which would cause the interest on such Series 2014 Note to be included in gross income for purposes of federal income taxation. The County hereby covenants with the Holder of the Series 2014 Note that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Series 2014 Note from gross income for purposes of federal income taxation, including, in particular, the 20 payment of any amount required to be rebated to the United States Treasury pursuant to the Code. SECTION 5.06. COLLECTION OF SALES TAX REVENUES. The County covenants to do all things necessary on its part to maintain its eligibility to participate in the distribution of the Sales Tax Revenues required by the Act. The County will proceed diligently to perform legally and effectively all steps required on its part in the levy and collection of Sales Tax Revenues and shall exercise all legally available remedies to enforce such collection now or hereafter available under State law. The County covenants to comply with all laws relating to (i) the Sales Tax Revenues and the collection thereof, and (ii) the construction of the respective Projects. The County shall comply with the provisions of the Bond Resolution relating to the levy, collection and application of the Sales Tax Revenues. SECTION 5.07. OTHER MONEYS. The County may, in its sole discretion, utilize other legally available moneys, in addition to the Pledged Revenues, to pay the principal of and interest on the Series 2014 Note. SECTION 5.08. ADDITIONAL COVENANTS WITH RESPECT TO THE SERIES 2014 NOTE. (A) The County hereby knowingly, voluntarily and intentionally waives any and all right it may have to a trial by jury in respect of any litigation (including, but not limited to, any claims, cross-claims or third-party claims) arising out of, under, or in connection with this agreement or the transactions contemplated herein. The County hereby certifies that no representative or agent of the Series 2014 Noteholder, nor the Series 2014 Noteholder's counsel has represented, expressly or otherwise that the Series 2014 Noteholder would not, in the event of such litigation, seek to enforce this waiver of right to jury trial provision. (B) The County will provide, within thirty (30) days of adoption, to the Series 2014 Noteholder a copy of the County’s annual budget and with any other information such Holder may reasonably request from time to time. (C) Promptly after the County becomes aware of the same, the County will notify the Series 2014 Noteholder of (a) any change in any material fact or circumstance represented or warranted by the County in this Resolution or in connection with the issuance of the Series 2014 Note, and (b) any default or event which, with notice or lapse of time or both, could become a default under the Resolution, specifying in each case the nature thereof and what action the County has taken, is taking and/or proposed to take with respect thereto. 21  ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.01. EVENTS OF DEFAULT. The following events shall each constitute an "Event of Default": (A) Default shall be made in the payment of the principal of, redemption premium, if any, or interest on the Series 2014 Note, when due. (B) The County shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Series 2014 Note or in this Resolution (other than defaults referenced in Section 6.01(A) and 6.01(C) hereof) on the part of the County to be performed, and such default shall continue for a period of thirty (30) days after written notice of such default shall have been received from the Holder of the Series 2014 Note. (C) An Act of Bankruptcy shall have occurred with respect to the County. (D) Any representation or warranty by the County to the Holders contained herein or in any certificate delivered at closing or in connection with the County's performance hereunder shall not be true and correct. Notice of any default by the County hereunder shall be given promptly to the Holders of the Series 2014 Note. SECTION 6.02. REMEDIES. Whenever any Event of Default referred to in Section 6.01 hereof shall have happened and be continuing, the Holder of the Series 2014 Note may take one or any combination of the following remedial steps: (A) Have reasonable access to and inspect, examine and make copies of the books and records and any and all accounts and data of the County during regular business hours; or (B) Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, including declaring the entire unpaid principal amount of the Series 2014 Note to be immediately due and payable, and upon such declaration the same shall become immediately due and payable, or to enforce performance and observance of any obligation, agreement or covenant of the County under this Resolution or to enforce the lien granted hereunder on the Pledged Revenues. Any amounts due on the Series 2014 Note which shall remain unpaid on the day following the scheduled payment dates shall bear interest at the Default Rate until all amounts then due under such Note are paid in full. Nothing herein shall be deemed or construed to require the Holder to permit any cure or otherwise waive its rights hereunder to strict compliance by the County with its obligations hereunder, time being of the essence as to all such obligations. The Holder shall be entitled to its reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred in enforcing any of its rights under this Resolution after an Event of Default. 22  SECTION 6.03. REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to the Holder 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. If any remedial action is discontinued or abandoned, the Holder shall be restored to its former position. SECTION 6.04. WAIVER OF DEFAULT. No delay or omission of the Holder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article VI to the Holder may be exercised from time to time, and as often as may be deemed expedient. 23  ARTICLE VII SUPPLEMENTAL RESOLUTIONS SECTION 7.01. SUPPLEMENTAL RESOLUTIONS. The Holder of the Series 2014 Note shall have the right, from time to time, anything contained in this Resolution other than in this Section 7.01 to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or desirable by the County for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution. If at any time the County shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 7.01, the Clerk shall give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to the Holder at its address as it appears on the registration books. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk for inspection by the Holder. The County shall not, however, be subject to any liability to the Holder by reason of its failure to cause the notice required by this Section 7.01 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 7.01. Whenever the County shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holder, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the County may adopt such Supplemental Resolution in substantially such form. If the Holder at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no future Holder of the Series 2014 Note shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the County from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 7.01, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the County and the Holder of the Series 2014 Note shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. 24  ARTICLE VIII MISCELLANEOUS SECTION 8.01. DEFEASANCE. If the County shall pay or cause to be paid or there shall otherwise be paid to the Holder of the Series 2014 Note the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then the pledge of the Pledged Revenues, and all covenants, agreements and other obligations of the County to the Holder, shall thereupon cease, terminate and become void and be discharged and satisfied. The Series 2014 Note or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of the Series 2014 Note, shall be deemed to have been paid within the meaning of this Section 8.01 if (A) in case such Series 2014 Note is to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Series 2014 Note for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of