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

direction, consent or other instrument in wri ting signed or executed by the Bondholders may be in any number of concurrent instru- ments of similar tenor and may be signed or executed by such Bondholders in person or by agent duly appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of the 53  o o Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner: A) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any juris- diction who, by the laws thereof, has power to take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the person signing such instrument acknowledged to him the execution there- of, or by an affidavit of a witness to such execution. B) The fact of the holding of Bonds by any Bondholder and the amount and the numbers of such Bonds and the date of his holding the same ( unless such Bonds be registered) may be proved by the affidavif of the person claiming to be such holder if such affidavit shall be deemed by the Trustee to be satisf,actory, or by a certificate issued by any trust company, bank, banker. or any other deposi tary wherever si tuated showing that at the date therein mentioned such person had on deposit with such trust company, bank, banker or other depositary the Bonds described in such certificate if such certificate shall be by the deemed Trustee to be satisfactory. The Issue~, the Company and the Trustee may nevertheless, in their separate discretion, require further proof in cases where they or one of them shall deem further proof desirable. C) The ownership of fully registered Bonds shall be proved by the registration bookskept under the provisions of this Indenture. Nothing contained in this Section shall be construed as limiting the Trustee to the proof above specified, the it being intended that Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the holder of any Bond shall bind every future holder of the same Bond in respect of anything done by the Trustee in pursuance of such request or consent. SECTION 1119. DETERMINATION OF BONDS OUTSTANDING. In determining whether the holders of the requisite aggregate principal o'f Bonds have concurred any in demand, request, direction, consent or waiver under this Indenture, Bonds which owned Company or by any other are by the obligor on the Bonds guarantor or thereof the performance of the or of Agreement, or by any person directly or indirectly controlling or con- trolled by or under common control with the Company or any other obligor on the Bonds or guarantor thereof or of the performance of the Agree- ment, shall be disregarded and deemed not to be Outstanding for the purpose of any such determina tion; provided that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver only Bonds which the Trustee knows to be owned shall be disregarde.d. Bonds so owned which have been pledged in good fai th may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfac- tion of the Trustee the pledgee' s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by or under common control witq the Company or any other obligor on the Bonds or guarantor thereof or of the performance of the Agreement. In case of a dispute as to such right, any decision by the Trust, e taken upon advice of counsel shall be full protection to the Trustee. 54  o 9 the proceeds of the Issuer did issue and sell the Bonds and cause sale of the Bonds to be deposited with the " Trustee"), as Trustee under that 1982, between Mortgagee and Trustee Trust Indenture dated , for the construction of th~ Project, and the " Indenture"), WHEREAS, in order to secure further the payment of said Bonds and if thereon, as and when they and interest premium, any, become due and payable and all incidental expenses severally incurred in connection therewith, the Trustee and the stockholders of Gator Distributors, Inc. did enter into a Guaranty Agreement dated as of , 1982 ( the " Guaranty"), and WHEREAS, it was provided in and by the Agreement that the Mortgagor, in order to further secure the payment of the princi- Bonds as and when the pal, interest and premium, if any, upon the same shall become due and payable, together with the fees and in connection therewith and any amounts expenses of the Trustee payable .under the would Guaranty, mortgage the Project to the Mortgagee to secure the its obligations under the Agree- Note and ment and as additional security for the Bonds, and the Mortgagee shall assign the Note, Mortgage and Agreement to the Trustee as of the holders of the security for the Bonds for the protection Bonds, to subject only the rights of the Mortgagor to the project in accordance with the terms of the Resolution and the Agreement, and WHEREAS, the hereinafter described, constituting a part land, of of the Project and upon which shall be located the remainder the Project, has been acquired by the Mortgagor before or contem- with the execution of this Indenture, and it is the poraneously desire of the parties promptly to vest in the Mortgagee a first mortgage lien upon and security interest in the project in accord- ance with the Resolution and the Agreement and as authorized by the Act, Now, therefore, THIS MORTGAGE INDENTURE WITNESSETH that the of the of Ten Dollars Mortgagor for and in considerati<; m sum 10. 00) cash to it in hand paid; and other valuable considera- the receipt of all of which is hereby acknowledged and to tions, better secure the payments o~ the principal, interest and premium, Bonds severally become due, and the if any, upon the as they of the Mortgagee in prompt payment of all fees, costs and expenses and per- connection therewith, and to guarantee the prompt payment the formance by the Company of all its obligations under Agree- sell, grant and convey to ment, the Mortgagor does hereby bargain, the Mortgagee the following described real estate situate, lying the of Fort Walton Beach, Florida, to wit: and being in City Insert Legal Description] Note of which the as security for the payment of the Promissory following is a copy: 2  o o of every together with all buildings, structures, and improvements of the nature whatsoever now or hereafter situated on the property interest in Project and made part of the Project; and a security all fixtures, machinery, equipment, and other personal property, except motor vehicles, of every nature whatsoever. now or hereafter owned by the Mortgagor and made part of the Project and located in, on or used or intended to used in connection with the Project and with the operation of the land, buildings, structures or other improvements, including all extensions, additions, improvements, and to of the foregoing which betterments, renewals replacements are made part of the Project. TO HAVE AND TO HOLD the same, together with all and singular the tenements, hereditaments, easements, rights, powers, privi- immunities and thereunto belonging or in leges, appurtenances and the reversion and reversions, remainder anywise appertaining and remainders, rents, issues, profits and proceeds thereof, and also all the estate, right, title, interest, separate estate, claim and demand whatsoever as well in law as property possession, in equity of the Mortgagor of, in and to the same and