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

purposes herein provided. Any earnings or profi ts on such investments shall be considered as part of the condemnation pro- ceeds and the amount of any losses on such investments shall be forthwith reimbursed to the Trustee by the Company. The Trustee by the Indenture agrees to cooperate fully with the Company in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Project or any part thereof and, to the extent it may lawfully do so, permit the Company to control the defense of the proceedings, but in no event will the Company voluntarily settle or consent ' to the settlement of any prospective or pending condemnation proceedings wi th respect to the Project or any part thereof without the written consent. of the Trustee. If no default is continuing hereunder, the Company shall be enti tIed to the proceeds of any condemnation award or portion thereof separately awarded for damages to or takings of its own property or for damages on account of the taking or an interfer- ence with its right to possession, use , or occupancy of the Project, or for business damages or moving expenses. SECTION 7. 03. SUBSTITUTED PROPERTY OF PROJECT.PART All property, real and personal, the provisions of this required by Article VII to substituted or added be to the Project for the purpose of restoring the same to a condition substantially equiva- lent to its condition prior to any damage, destruction or taking under the exercise of the power of eminent domain, or to a condi- tion fully adequate for the Companyls operations at the Project, shall become q part of the Project and the Company shall execute and provide to the Trustee all appropriate mortgage deeds, securi- ty agreements, bills of sale, financing statements and other instructions in wri ting as shall be reasonably requested by the Trustee for the purpose of conveying to the Trustee a mortgageels interest or security interest free and clear of all encumbrances other than Permitted Encumbrances and interests created by this_ Agreement, to such property in a manner appropriate under the laws of Florida, as the Trustee may be advised by its counsel. All such property shall be subject to all the terms and conditions of this Agreement and the Company shall be entitled to have the Mortgage or lien thereon in favor of the Trustee or its assignee satisfied pursuant to the conditions and provisions of Section 4. 01 of this Agreement. SECTION 7. 04. APPLICATION OF CERTAIN CONDEMNATION AND INSUR- ANCE PROCEEDS. the occurrence of any damage or destruction Upon caused by the perils insurable against under fire and extended coverage insurance, resul ting in a loss of use which shall give rise to payments of proceeds of use and occupancy insurance, and provided the Company is not in default under this Agreement, the 32  C'.) proceeds of any use and occupancy insurance shall be paid by the Issuer and Trustee to the Company. the event the temporary use In of the Project or any part thereof shall be taken under the exer- cise of the power of eminent domain, or in the event that damage or destruction to the Project results in a loss of use which shall give rise to payments of use and occupancy insurance and the Company is in default under this Agreement, the proceeds derived from any such condemnation award or such proceeds ~ f use and occu- pancy insurance shall be promptly deposited to the credit of the Bond Fund and appl ied, to the extent available in 1 ieu of the Companyls payments, upon the next succeeding Financing Payments in the same manner as payments thereof by the are Company applied pursuant the provisions of Section 4. 03 of this Agreement. to To the extent that any such condemnation award or proceeds of use and occupancy insurance shall be insufficient to pay any such loan payment or Financing Payments while the Company shall be exper- iencing any loss of use of the Project or any part thereof, such deficiency shall be fully paid by the Company to the Trustee, with no resulting abatement, diminution or delay in subsequent payments of the Financing Payments in the manner required by Section 4. 03 of this Agreement. SECTION 7. 05. ELECTION' NOT TO RESTORE" DEPOSIT TO PROJECT, BOND FUND. Upon certification by the Consultant the Company as or the Trustee may require, that the Project shall have been damaged or destroyed and cannot be replaced or restored within six ( 6) months, or within any longer period during which the proceeds of use and occupancy insurance shall be payable and sufficient to pay all the Financing Payments maturing during such period, or such certification shall be made with respect to a substantial portion of the Project, the use and occupancy of which portion shall be necessary to the Companyls operations at the Project, then the Company may elect not to repair, substitute or reconstruct the damaged or destroyed property, in the manner provided in this Article VII, and in such event the Company shall forthwith deposit to the credit of the Bond Fund such sums which, together with the insurance proceeds, shall be sufficient to pay the principal of all the Bonds then Outstanding plus accrued interest thereon and interest to accrue thereon to the next interest payment date on which notice pursuant to Section 702 of the Indenture can be I given, reasonable Trus tee s charges and expenses including attorneyls fees, in which event all of the Bonds then Outstanding shall be redeemed by the Trustee on the next succeeding interest payment date which occurs at least sixty ( 60) days after the deposit of said funds in the Bond Fund. Such redemption shall be effected in the manner provided in the Indenture. SECTION 7. 06 PROVISION CONCERNING CONDEMNATION. Upon certi- fication by the Company or the Consul tant, as the Trustee may require, that the Project shall have been taken by the exercise of the power of eminent domain or such certification shall be made with respect to a substantial portion of the Project the use and 33  o o SECTION 8. 05 SALE OR LEASE PROJECT. OF Subj ect to the approval of the Original Purchaser, the Project may be sold or leased as a whole or in part, by the Company without the necessity of obtaining the consent of the Issuer or the Trustee, subj ect, however, to each of the following conditions: A) No sale lease shall relieve the Company from primary or liability for its obligations hereunder, any of and in the event of any such or lease the Company shall sale continue to remain primarily liable for payment of the Financing Payments specified in Section 4. 03 hereof, and for performance and observance of the other agreements on its part herein provided to be perfor~ed and observed by it. B) A purchaser or lessee shall expressly assume the obliga- tions of the Company hereunder by instrument delivered to the Trustee. The interest of any purchaser or lessee shall be sub- ordinate to this Agreement. The Company shall, C) wit1! in thirty ( 30) days after such delivery thereof, furnish or cause to be furnished to the Trustee and to the Issuer a true a~ d complete copy pf each such contract of sale, deed, or lease as the case may be. SECTION 8. 06 RELEASE AND any time the SATISFACTION. . If at aggregate moneys held on deposit in the Bond by the Trustee Fund pursuant to this Agreement shall be sufficient to pay the princi- pal of all the Bonds at the time Outstanding, and the interest on the Bonds to maturity or to the first date on which such Bonds may be redeemed prior to maturi ty as authorized by the Indenture, including the applicable redemption premium, if any, and to pay all fees and charges of the Issuer and the Trustee due and to become due through the date on which the last of the Bonds is retired, the Company shall be entitled to obtain a satisfaction of the Mortgage and any security interest as provided by Section 4. 01 hereof and to receive a fee interest in the land made a part of the Project unencumbered by the Mortgage, the Indenture, or this Agreement, and neither the Issuer, the Trustee nor the Holder of any of the Bonds shall thereafter have any rights hereunder, saving and excepting those that shall have theretofore vested. SECTION 8. 07. REQUEST FOR REDEMPTION. The Issuer shall at the request and direction at any time of the Company or as re- quired hereunder, and if the Bonds are then redeemable, upon the Issuer the Trustee being furnished the requisite funds, or forth- wi th take all steps that may be necessary under the appl icable redemption provisions of the Indenture to effect redemption of all or part of the then Outstanding Bonds On the earliest redemption date on which such redemption may be made under such applicable provisions. The amounts paid for Bonds so redeemed shall be credited against the balance due upon the Financing Payments and in the order of the payments due thereon pursuant to Section 4. 03 of this Agreement. , 36  Q Q 8. 08. SECTION COMPANY TO FURNISH CERTAIN FINANCIAL DOCU- MENTS. The Company covenants and agrees that, unless all of the Bonds have been retired, or are callable prior to maturity and have been duly called for redemption and payment of principal, interest and applicable premium duly