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

Q G) The Company, using generally accepted accounting princi- pIes, shall ei ther: ( 1) fail to maintain a Current Rat io of at least or more than to ; or ( 2) permit its ratio of debt to tangible net worth to exceed to , as such comparable ratios as may apply to a corporat~ Current Ratio" as used in this Section 9. 01( G) shall be determined on the basis of book value. Tangible Net Worth" as used in this Section 9. 01( G) shall be determined by subtracting total debt from all tangible assets based on book value, as those terms are used and defined under generally accepted accounting principles. SECTION 9. 02. REMEDIES ON DEFAULT. Whenever any Event of Default referred to in Section 9. 01 hereof shall have occurred and be continuing, the Issuer with the prior wri tten consent of the Trustee, or the Trustee, may, to the extent permitted by law, take anyone or more of the following remedial steps: a) If the Bonds shall be declared due and payable pursuant to theprovisions of the Indenture, as an acceleration of the payments payable under Section 4. 03( A)( B) and ( C) hereof an amount equal to all amounts due and payable on the Bonds ( whether by acceleration of maturity or otherwise) shall thereupon be deemed to be declared and to become immediately due and payable, without other or further action on the part of the Issuer or the Trustee, together wi th interest thereon ( to the extent permitted by law) from the date of such acceleration until the Bonds are paid in full at the rate per in the Indenture, annum specified provided that such rate shall the maximum contract rate of never exceed interest allowed by law; provided, however, that if such declara- tion of acceleration of the Bonds shall thereafter be rescinded pursuant to the provisions of the Indenture, then the acceleration of the purchase price payments pursuant to this paragraph shall likewise be deemed to be and shall be rescinded without other or further action on the part of the Issuer or the Trustee. b) From time to time take whatever action at law or in equity may appear necessary or desirable to collect the Financing Payments and any other amounts payable by the Company hereunder, then due and/ or thereafter to become due, or to enforce perform- ance and observance of any obligation, agreement or covenant of the Company under this Agreement, including but not limited to any of the following: i) by such officers it it or agents as may appoint, may enter upon and take possession of the Project ( and the 41  o o iv) it may foreclose this Agreement, the Mortgage and/ the Indenture by judicial proceedings or in the manner provided by the laws of State for the foreclosure of mort- gages, and in such event may bid for or become the purchaser of the property at the foreclosure sale and be entitled to have the purchase price payable at foreclosure sale paid by credit to the judgment of foreclosure, and shall be entitled to recover a deficiency judgment for the balance, if due any, and payable hereunder; v) it may exercise with respect to the equipment, if any,any and all rights of a securedparty under the . Uniform Commercial Code; vi) it may proceed to protect and enforce its rights under this Agreement, the Mortgage and/ or the Indenture by sale pursuant to judicial proceedings or by a suit, action or proceeding in equity or at law otherwise, whether for the or recovery of money, the specific performance of any covenant or agreement contained in this Agreement, in aid of the ex- ecution of any power granted in this Agreement, the Mortgage and/ or the Indenture or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee. c) Upon any sale of any of the Project, whether made under the power of sale hereby given or pursuant to judicial proceed- ings, to the extent permitted by law: i) any Bondholder orBondholders or the Trustee may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability; ii) the Trustee may make and deliver to the purchaser or purchasers good a and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold; i i i)the Trustee is hereby irrevocably appointed the t rue and lawful at torney of the Company and the Issuer, in their names and steads, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the property thus sold; and for that purpose it may execute all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one or more persons, firms or corporations with like power, the Company and the Issuer hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof; but if so requested by the Trustee or by any pur- chaser, the Company and the Issuer shall ratify and confirm 43  o o any such transfer by executing and delivering to the sale or Trustee such purchaser or purchasers all proper deeds, or to bills of sale, instruments of assignment and transfer and releases as may be designated in any such request; iv) all right, title, interest, claim and demand what- soever, either at law or in equity or otherwise, of the Company and the Issuer of, in and to the property so sold shall be divested and such sale shall be a perpetual bar both at law and in equi ty against the Company and the Issuer, their successors and assigns, and against any and all persons claiming or who may claim the property sold or any part thereof from, through or under the Company or the : Issuer, their successors and assigns; and the receipt of the Trustee or of the officer making v) such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money and such purchaser or purchasers and his or their assigns or personal representatives shall not, after paying such pur- chase money and receiving such receipt, be obliged to see to the appl icat ion of such purchase money, or be in anywise answerable for any loss, misapplication or non- application thereof. To the such extent that rights may lawfully be waived, neither the Company, nor anyone claiming by, through or under the Company, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in effect, in order to prevent or hinder the enforcement of this Agreement or the absolute sale of the Project, or any part thereof, or the possession thereof by any purchaser at any sale under this Article; and the Company, for itself and all who may claim under it, hereby waives, to the extent that it or they may now or hereafter lawfully do so, the benefit of all such laws and all such rights to which they may be enti tIed under the laws of the State of Florida. If any law in this Section referred to and now in force, of which the Company or its successor or successors might take advantage this Section, shall despi te hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to constitute any part of the contract herein contained or to preclude the application of this Section. Any amounts collected pursuant to action taken under this Section ( other than amounts collected for the payment of fees and expenses of the Issuer, the Trustee or any paying agents) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture. SECTION 9. 03 AUTHORIZATION TO FORECLOSE. In order to fur- ther and more fully secure the payment of the principal of and interest on the Bonds upon the happening of any event of default 44 o o  o Q 3) To subject additional revenues to the lien and pledge of this Agreement; and 4) To require additional revenue in connection with the issuance of Additional Parity Obligations under Section 10.