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

to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or non- application thereof. The Trustee shall also have the right to exercise any and all e) rights available tQ a secured party from time to time under the Uniform Commercial Code of the State, including the right to further assign the Issuerls right, title and interest in the Agreement to a third party. f) Upon the occurrence of an Event of Default and commencement of judicial proceedings by the Trustee to enforce any right under this Indenture, the Trustee shall be entitled, as against the Company and the Issuer, without notice or demand and without regard to the adequacy of the security for the Bonds or the solvency of the Company or the Issuer, to the appointment of a receiver of the Trust Estate, and of the rents, issues, profits, revenues and other income thereof, but, notwithstanding the appointment of any receiver, the Trustee shall be entitled to retain possession and control of, and to collect and receive the income from, cash, securities and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder. To the extent that such rights be waived, neither the may lawfully Issuer nor the Company nor anyone claiming by, through or under the 41  o o of the Company under the Agreement to reimburse, compensate and indem- nify the Trustee shall be secured by the M:> rtgage and any security agreements created pursuant hereto and shall be paid even though the Trustee shall resign, be removed or become incapable of serving as provided hereinafter. SECTION 1113. TRUSTEE MAY ACQUIRE BONDS. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, any of the Bonds and otherwise deal with the Company in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. SECTION 1114. SUCCESSOR TRUSTEE. Any corpora tion or associa tf.on into which ~ he Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole substantially as a whole, or any corporation or or association resulting from any such conversion, sale, merger, consolida- tion or transfer to which it is a party, ipso facto, shall be and become successor trustee hereunder and vested wi th all of the title to the trust estate and all the trusts, powers, discretions, immunities, privi- leges, responsibilities, liabilities and all other matters as was its predecessor, without the execution or fi ling of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything hereto to the contrary notwithstandIng. SECTION 1115. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may resign , and be discharged from the trusts created by this Indenture by I giving to the Company thirty ( 30) days notice in writing of such resig- nation, and by giving to the Bondholders notice of such resignation by publication at least once a week for two successive weeks in a financial journal published in the City of New York, New York. Both the notice to the Company and to the Bondholders shall specify a date when such resig- nation shall take effect. Such resignation shall take effect on the day specified in such notice unless previously a successor trustee shall have been appointed by the Bondholders as hereinafter provided, in which event such resignation shall take effect immediately on the appointment of such successor trustee. Any Trustee hereunder may be removed at any time by an instrument or instruments in writing, appointing a successor to the Trustee so removed, fi led wi th the Trus tee and executed by the ho lders of a majority in principal amount of the Bonds then Outstanding. SECTION 1116. APPOINTMENT OF SUCCESSOR TRUSTEE. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insol- vent, or if a receiver of the Trustee or of its property shall be appointed, or if a public officer or officers shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee here- under, and a successor may be appointed by the holders of a majority in principal amount of the said Bonds then Outstanding by such holders executing an instrument or instruments in writing, filing same with the 5l  o o Trustee, and notification thereof being given to the Company. Until such new shall be appointed by the Bondholders as hereinautho- trustee rized, the Issuer shall, subject to the provisions hereof, appoint a trustee to fill such vacancy. After any such appointment by the Issuer, notice thereof shall be circulated by the Issuer at least once within thirty ( 30) days of such appointment in a financial journal cir- culated in the City of New York, New York. Any new trustee so appointed by the Issuer shall immediately and without further act be superseded by a new appointed by the Bondholders in the manner above provided trustee whenever such appointment by said Bondholders shall be made. If, in a proper case, no appointment of a successor trustee shall be made pursuant to the foregoing provisions of this Section wi thin ' six 6) months after a vacancy shall have occurred in the office of Trustee, the holder of any Bond or any retiring trustee may apply to any court of competent jurisdiction to appoint a successor trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor trustee. 1117. SECTION CONCERNING ANY SUGCESSOR TRUSTEES. Every successor trustee appointed hereunder shall execute, acknowledge and deliver to each of its predecessors and to the Issuer and th~ Company an instrument in writing accepting such appoi~ tment hereunder, and thereupon such suc- cessor, without any further act, deed or conveyance, shall become fully vested with all of the estates, properties, rights, powers, trusts, duties and obligations hereby vested or intended to be vested in the predecessor trustee, but such predecessor shall, nevertheless, on the written request of either its successor, the Issuer or the Company, execute and deliver an instrument transferring to such successor all the estate, p~ operties, rights, powers and trusts of such predecessor here- under; and every predecessor trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any deed, conveyance or instrument in writing Company from the Issuer or the be required by any successor trustee for more fully and certainly vest- ing in such successor the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor trustee, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered Company.by the The Issuer and the resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all deeds, conveyances and other instruments provided for in this Indenture and the Agreement shall, at the expense of the Company, be forthwith filed or recorded by the successor trustee in each recording office where this Indenture and the Agreement shall have been filed or recorded. SECTION 1118. INSTRUMENTS AND DOCUMENTS OF BONDHOLDERS. Any request,