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

Bonds be Any may signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bonds shall hold the proper office with the Issuer, and any Bond so signed and sealed shall be valid ftnd enforceable, notwithstanding that at the date of delivery of such Bonds such person does not hold such office or is not so authorized. The coupons attached to the Bonds shall be authenticated with the facsimile signatures of any present or future Authorized Officers, and the validation certificate and the certificate of compliance with Section 218. 385, Florida Statutes, on theBonds may be executed with the facsimile signature of the Mayor. The . Issuer may adopt and use for such purposes the facsimile signatures of - any persons who shall have been such officers at any time pn or after the pate of the Bonds notwi thstanding tha t they may have ceased to be such officers at the time such Bonds shall be actually delivered. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form heretofore set forth in the foregoing " Form of Bond", duly executed by the Trustee, shall be en- titled to any benefit or security under this Indenture. No Bond or coupon appertaining thereto shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such certificate of the Trustee upon any Bond shall be conclusive evidence that such Bond has been duly authenti- cated and delivered pursuant to this Indenture. The Trusteels certifi- cate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authenti- ca tion on all of the Bonds. The Bonds shall be executed substantially in the form and herein provided and shall be deposi ted with the manner Trustee for authentication, but prior to or simultaneously with the authentication and delivery of the Bonds by the Trustee there shall have been filed with the Trustee the following: A) A copy, certified by the Authorized Officer of the Issuer, of the Resolution, evidencing tha t the same has been duly adopted by the Issuer; B) A copy, certified by the Authorized ' Officer of the Issuer, of the resolution duly adopted by the Issuer awarding the Bonds to the purchaser or purchasers thereof, and directing the authentication and deli very of the Bonds to or upon the order of the said purchaser or purchasers upon payment of the purchase price therein set forth; 23  o o Section 9.~ of the Agreement, and any and all remedies provided for in the Agreement with respect to the Company' s interest in the Project may also be exercised wi th respect to the interest ( if any) of the Issuer therein. c) If an Event of Default shall have occurred and be continuing, the Trustee, in its discretion, may: i) subject mandatory requirements of applicable law, to any sell all any or of the rights and property assigned to the part Trustee hereunder or pursuant hereto as security for the Bonds ( the Trust Estate"), as an entirety or from time to time in part,. as the Trustee may determine, to the highest bidder at public auction at such place and at such time ( which sale may be adjourned by the Trustee from time to time in its discretion by announcement at the time and place fixed for such sale, without further notice) and upon such terms as the Trustee may fix and briefly specify in a notice of sale to be published once in each week for four succes- sive weeks prior to such sale in a newspaper of general circulation in the City of Fort Walton Beach' Florida; or o. ii) proceed to protect and enforce its ri ghts under this Indenture pursuant- by sale judicial proceedings by suit, to or a action proceeding in equity or at law or otherwise, whether for or the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this 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 Trus tee. d) Upon any sale of any of the Trust Estate, whether made under the power of sale hereby given or pursuant to judicial proceedings, to the extent permitted by law: 1) any Bondholder or Bondholders 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, and may, if the amount of the bid is sufficient to pay all amounts payable on the Bonds and all the amounts payable under the Agreement and this Indenture, in paying the purchase money therefor, deliver any Outstanding Bonds or claims for interest or premium thereon in lieu of cash; 11) 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; iii) the Trus tee is hereby irrevocably appointed the true and lawful attorney of the Company and the Issuer, in their names and steads, to make all necessary deeds, bills of sale and 40  o o 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, fi rms or corpora tions with Ii ke power, the Company and the Issuer hereby ratifying and confirming all that their respective attorneys or such substitutes shall lawfully do by virtue hereof; but if so requested by the Trustee or by any purchaser, the Company and the Issuer shall ratify and confirm any such sale or transfer by executing and delivering to the Trustee or to such purchaser or purchasers all proper deeds, 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 whatsoever, ei ther at law or in equi ty otherwise, of the and the or Company 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 equity 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 ther~of from, through or under the Company or the Issuer, their succ~ ssors and assigns; and v) the receipt of the Trustee making such or of the' officer sale shall be discharge a sufficient purchaser to the purchasers or 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 purchase money and receiving such receipt, be obliged