Fort Walton Beach Resolution — 82-22-Ind Revenue Bonds-Gator Distributors — reading text

to the extent permitted by law, the release or discharge of any of the Guarantors from the performance or observance of any obligation, covenant or agreement contained in this Guaranty by operation of law or otherwise1 or 1) the default or failure of any of the Guarantors fully to perform any of their obligations set forth in this Guaranty. m) the default or failure of Gator Distributors, Inc. fully to perform any of its obligations set forth in the Agreement or Mortgage. SECTION 2. 3. No set- off, counterclaim, reduction or aiminu- tion of any obligation, or any defense of any kind or nature which any Guarantor has or may have against the Issuer or the Trustee shall be available hereunder to such Guarantor against the Trustee. The foregoing provisions shall not prevent Gator Distributors, Inc. from asse~ ting any cause of action against the Trustee. SECTION 2. 4. In the event of a default in the payment of principal of or premium, if any, on any Bond when and as the same shall become due, whether at the stated maturity thereof, by acceleration, by call for redemption or otherwise, or in the event of default in the payment of any interest on any Bond when and as the same shall become due, the Trustee may, and if requested so to do by the holders of 10% in aggregate principal amount of the Bonds then outstanding, and upon indemnification as hereinafter provided, shall be obligated to proceed hereunder and the Trustee, in its sole discretion, shall have the right to proceed first directly against any Guarantor under this Guaranty without pro- ceeding against or exhausting any other remedies which it may have 1 7  o c~ against the Issuer, any other Guarantor or any other person, firm or corporation and without resorting to other held any security by the Issuer or the Trustee. Before taking any action hereunder, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished for the reimbursement of all expenses ( including reasonable attorneyls fees) and to protect against all liability except liability which is adjudicated to have resulted from its negligence or willful default by reason of any action so taken. In the event the Act is declared unconstitutional, and, as a result thereof, the Bonds issued the by Issuer are declared to be inval id and unenforceable, and the is Guaranty determined to be invalid and unenforceable, then each Guarantor and severally individually further agrees that he will issue his own obligations in exchange for the Issuerls Bonds, principal amount for principal amount, having the same rates of interest, maturities and prepayment provisions as are then applicable to the Issuer' s Bonds being exchanged. Such obligations are to be issued under an indenture having substantially the terms and same provisions as the Indenture and the Lease and such obligations of the Guarantor will be issued thereunder in exchange for ' the Issuer' s Bonds surrendered by the holders thereof. Notice of such any exchange will be given as provided for redemption of the Bonds under the Indenture and the of such expenses exchange, including the printing of the bonds and other reasonable expenses in connection therewith, shall be borne by such Guarantor. SECTION 2. 5. Each Guarantor and severally individually hereby expressly waives notice from the Trustee or the holders from time to time of any of the Bonds or of the interest coupons appertaining thereto of their acceptance and reliance on this Guaranty. To the extent permitted by applicable law, each Guarantor severally and individually agrees to pay all costs, expenses and fees, including all reasonable I fees, attorneys 1 8  C-- J ARTICLE IV THE TRUSTEE SECTION 4. 1. The Trustee hereby accepts the trusts imposed upon it by this Guaranty, and agrees to perform said trusts as a corporate trustee ordinarily would perform said trusts under a corporate indenture, but only upon and subject to the following express terms and conditions, and no implied covenants or obligations shall be read into this Guaranty against the Trustee: a) The Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accordance with the standard specified in paragraph ( h) below, and shall be entitled to advice of counsel concerning all matters of trusts hereof and the duties hereunder, and may in all cases pay