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

02 hereof, including the right to add new or additional trustees. The Issuer and the Trustee shall, without consent of, or notice to, any of the Holders, enter into an agreement or agree- ments supplemental to this Agreement with respect to the issuance of Additional Parity Obligations as provided in Section 10. 02 hereof, including any modifications hereof deemed necesf3ary or desirable in the judgment of the Trustee to permit the financing of real estate in connection therewith. SECTION 12. 07. AGREEMENT IN SEVERAL COUNTERPARTS. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall consti- tute but one and the same instrument. SECTION 12. 08. APPLICABLE LAW. This Agreement shall be construed and enforced according to the laws of Florida. SECTION12. 09. SEVERABILITY OF PROVISIONS. If anyone or more ofthe covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or con- trary to the policy of express law, though not expressly prohi- bited, or against public policy, or shall for any reason whatso- ever be invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof. 52  o o WHEREAS, it is the intention of the Issuer that this Indenture should serve as the organic document for issuing and securing the Bonds, as herein defined; and WHEREAS, the Bonds, the registration and interest payment pro- visions and the Trusteels Certificate of Authentication to be endorsed thereon are all to be in substantially the following form with such changes, amendments and variations as are required by the resolution of the Issuer selling the Bonds, to wit: 2  o o FORM OF COUPON BOND] No. UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF OKALOOSA CITY OF FORT WALTON BEACH, FLORIDA INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 1982 GATOR DISTRIBUTORS, INC. PROJECT) KNOW ALL MEN BY THESE PRESENTS, that the City of Fort Walton Beach, Florida, a municipal corporation and political subdivision of the State of Florida ( hereinafter called the " Issuer"), for value received, hereby promises to pay to the bearer, or if this Bond be registered to the order of the registered holder as herein provided, on the first day of 19 , solely from the special funds hereinafter mentioned, the principal sum- o f . Dollars and to pay solely from such special funds, interest thereon from the date hereof at the rate of percent ( %) per annum until payment of the principal sum, such interest to the maturity hereof being payable , 19 , an.d semi- annually thereafter on the first day of and the first day - of in each year upon pre- the sent at ion and surrender of the annexed coupons as they severally fall due. Both of and interest on principal this Bond are payable in lawful money ofUnited theStates of America at the principal office of the Trustee hereinafter mentioned, in the City of This Bond is one of an authorized issue of Bonds of the Issuer iil the aggregate principal amount of $ 600, 000 issued to finance the cost of acqulrlng, constructing and equipping warehousing and distribution facilities, on certain real property owned by Gator Distributors, Inc., a corporation duly organized and existing under Florida law ( hereinafter called the " Company") located in the City of Fort Walton Beach, Florida hereinafter called the " Project"). The Bonds will be repaid by the Issuer from installment financing payments under the terms of a Financing Agreement ( hereinafter sometimes called the " Agreement") and a Promissory Note dated as of , 1982. The issuance of the Bonds and the construction and sale of the Project are under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 159, Part II, Florida Statutes ( 1981) ( hereinafter called the " Act"), and other applicable provisions of law, and a resolution duly adopted by the Issuer on 1982, as supplemented ( hereinafter called the " Resolution"), and is subject to all the terms and conditions of such Resolution. The Bonds are all issued under and equally and ratably secured and entitled to the security of a Trust Indenture dated as of , 1982 ( herein sometimes called the " Indenture"), duly executed and deli- vered by the Issuer to the Trustee. Reference is made to the Indenture for the terms of the Indenture and the provisions, among others, 3 1  o o In certain events, on the conditions, in the manner and with the effect set forth in the Agreement and the Indenture, the principal of all the Bonds issued under the Agreement and the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together wi th interest accrued thereon. Modifications or alterations of the Agreement and the Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances per- mitted by the Agreement and the Indenture. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, condi- tions and things required to exist, happen and be performed precedent to and in the execution and deli very of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due ti:me, form and manner as required by law; and that the issuance of this Bond and the series of which it forms a part, together with all other obliga- tions of the Issuer, does not exceed or violate any constitutional or statutory limitation. This Bond and the coupons appertaining hereto shall have and are hereby declared to ha ve all the quali tie~ and incidents, including negotiability, of investment securi ties under the Uniform Commercial Code - Investment Securities Law of the State of Florida. This Bond shall not be valid become for or obligatory anypurpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been duly executed by the Trustee. IN WITNESS WHEREOF, the City of Fort Walton Beach, Florida has issued this Bond and has caused the same to be executed in its name by its Mayor, or to be executed by facsimile signature, and attested by its City Clerk or Deputy City Clerk, by manual or facsimile signature, but with the manual signature of one of them, and its corporate seal to be impressed hereon, as of the day of , 1982. CITY OF FORT WALTON BEACH, FLORIDA SEAL] By Mayor ATTEST: City Clerk or Deputy City Clerk 6  o o 1 OF FO&.' COUPON No. Unless the Bond to which this coupon is attached is callable and shall have been previously duly called for