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

such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection with the trusts hereof. The Trustee may act upon the opinion or advice of any attorney ( who may be the attorney or attorneys for the Issuer or the Guarantors). The Trustee shall not be responsible for any loss' or damage resulting from any action or non- action in good faith in reliance upon such opinion or advice. b) The Trustee shall not be responsible for any recital herein, or for the validity of the execution by any of the Guarantors of this Guaranty or any instruments of further assurance, or for the sufficiency of the security for the Bonds issued under the Indenture or intended to be secured thereby. c) The Trustee shall be protected in acting upon any ordinance, notice, request, resolution, consent, certificate, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Trustee pursu- ant to this Guaranty upon the request or authority or consent of 1 12  o o any person who at the time of making such request or giving such authority or consent is the owner of any Bond shall be conclusive and binding upon all future owners of the same Bond and Bonds upon issued in exchange therefor or upon transfer or in place thereof. d) As to the existence or non- existence of fact or as to any the sufficiency or validity of any instrument, or paper proceeding, the Trustee shall be entitled to rely upon a certificate signed by a Guarantor as sufficient evidence of the facts therein contained, and prior to the occurrence of a default hereunder, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. e) The permissive right of the Trustee to do things enumerated in this Guaranty shall not be construed as a duty and the Trustee shall not be answerable for other than its negligent or willful misconduct. f) The Trustee shall not be required to give any bond or surety in respect of the execution of its trusts and powers hereunder. ~ g) All moneys received by the Trustee or any paying agent shall, until used or applied or invested as provided herein or in the Indenture, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be under any liability for interest on any moneys received hereunder except such as may be agreed upon. h) If any default under this Guaranty shall have occurred and be continuing, the Trustee shall exercise such of the rights and powers vested in it by this Guaranty and shall use the same degree of care as a prudent man would exercise or use in like circumstances in the conduct of his own affairs. 13  o o ARTICLE VI MISCELLANEOUS SECTION 6. 1 . The obligations of Guarantors hereunder shall arise absolutely and unconditionally when the Bonds shall have been issued, sold and delivered by the Issuer. SECTION 6. 2. No delay or omission to exercise any right or power accruing upon any default, omission or failure of perform- ance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as be deemed may expedient. In order to entitle the Trustee to exercise any remedy reserved to it in this Guaranty it shall not be necessary to give any notice, other than such notice as may be herein expressly required. In the event any provision contained in this Guaranty should be breached by any Guarantor and thereafter duly waived by the Trustee such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the Trustee. SECTION 6. 3. This Guaranty constitutes the entire agree- ment, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and may be executed simultaneously in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. SECTION 6. 4. The invalidity or unenforceability of anyone or more phrases, sentences, clauses or sections in this Guaranty shall not affect the validity or enforceability of the remaining portions of this Guaranty, or any part thereof. SECTION 6. 5. Any consent, approval, direction