Fort Walton Beach Resolution — 90-10-IDRB-Guidance Clinic — reading text

. . . 37 ARTICLE IX DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS Section 9. 01. Defaults; Events of Default ....... 40 Section 9. 02. Acceleration ...................... 40 Section 9. 03. Other Remedies; Rights of Bondowners ...................... 40 Section 9. 04. Right of Bondowners to Direct Proceedings ..................... 41 42 Section 9. 05. Appointment of Receivers .......... Section 9. 06. Waiver ............................ 42 Section 9. 07. Application of Moneys ............. 42 Section 9. 08. Remedies Vested in Trustee ........ 44 Section 9. 09. Rights and Remedies of Bondowners ...................... 44 Section 9. l0. Termination of Proceedings ........ 45 Section 9. 11. Waivers of Events of Default ...... 45 Section 9. 12. Notice of Defaults Under Section 9. 01( c); Opportunity of Issuer and Company To Cure Such Defaults ..... 46 ARTICLE X TRUSTEE 47 Section 10. 01. Acceptance of Trusts .............. Section 10. 02. Fees, Charges and Expenses of Trustee ......................... 5l Section 10. 03. Notice to Bondowners if Default Occurs .......................... 51 Section 10. 04. Intervention by Trustee ........... 51 Section 10. 05. Successor Trustee ................. 5l Trustee ............ 52 Section 10. 06. Resignation by Section 10. 07. Removal of Trustee ................ 52 Section 10. 08. Appointment of Successor Trustee 52 by Bondholders .................. Section 10. 09. Acceptance by Any Successor Trustee ......................... 53 Section 10. 10. Right of Trustee Pay To Taxes and Other Charges ................... 53 54 Section 10. 11. Appointment of Co- Trustee ......... iii proceeds of the Series 1990 Bonds to the Company and the Company will agree to make payments to the Issuer in amounts sufficient to pay the principal of, premium, if any, and interest on the Series 1990 Bonds ( the Series 1990 Bonds and any Additional Bonds issued hereunder are collectively referred to as the " Bonds"); WHEREAS, as security for the of loaning of the proceeds the Bondspursuant to the Agreement, entered the Issuer has into a Mortgage and Security Agreement ( the " Mortgage") with the Company dated as of even date herewith which grants Issuer a first mortgage lien and first security interest in the Mortgaged Facilities, as hereinafter defined; and WHEREAS, all things necessary to make the Series 1990 Bonds when authenticated by Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of Issuer according to the import thereof, and to constitute this Indenture a valid assignment and pledge of the amounts pledged to the payment of the principal of and premium, if any, and interest on the Series 1990 Bonds, and to constitute this Indenture a valid assignment of the rights of Issuer under the Agreement and the Mortgage, have been done and performed, and the creation, execution and delivery of this Indenture, and the creation, execution and issuance of the Series 1990 Bonds, subject to the terms hereof, have in all respects been duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That Issuer in consideration of premises and the the acceptance by Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the owners thereof, and of the sum of one dollar, lawful money of the United States of America, to it duly paid by Trustee at or before the execution and delivery of these presents, and for other good and valuable considerations, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of and premium, if any, and interest on the Bonds according to their tenor and effect and to secure the performance and observance of all the covenants expressed or implied herein, in the Bonds, the Agreement or the Mortgage, does hereby grant, bargain, sell, convey, mortgage and warrant, and assign, pledge and grant, without recourse a security interest in the following to Trustee and its successors in trust and assigns forever, all its estate, right, title and interest into and under any and all of the following described property and rights, whether now owned or hereafter acquired: 2- 5769q  GRANTING CLAUSE FIRST The Agreement, including all extensions and renewals of the term thereof, if any, together with all right, title and interest of Issuer in and to the Agreement, including, but not limited to, the present and continuing right to make claim for, collect, receive and receipt for any of the sums, amounts, income, revenues, issues and profits and any other sums of money payable or receivable under the Agreement except for amounts payable to Issuer under Sections 4. 2( c), 7. 2 and 8. 4 thereof), to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which Issuer under the Agreement is or may become entitled to. GRANTING CLAUSE SECOND The Mortgage, including all extensions and renewals thereof and amendments thereto, if any, together with all right, title and interest of Issuer in and to the Mortgage, including but not limited to, the present right to bring actions and proceedings thereunder for the enforcement thereof and to have all rights of and to do any and all things which Issuer under the Mortgage is or may become entitled to. GRANTING CLAUSE THIRD All title and interest of the Issuer right, in and to any and all other real or personal property and rights of every kind and nature heretofore or from time to time hereafter, by delivery or by writing of any kind, granted, bargained, sold, conveyed, assigned, transferred, pledged or mortgaged to the Issuer, as and for additional security hereunder, by the Company or by anyone on behalf of, or with the written consent of, the Company. GRANTING CLAUSE FOURTH All moneys and securities from time to time held by Trustee under the terms of this Indenture, including any investment income earned thereon, except for moneys deposited with or paid to Trustee for the redemption of Bonds, notice of the redemption of which has been duly given. TO HAVE AND HOLD all and singular the Trust Estate, TO whether now owned hereafter acquired, unto Trustee and its or respective successors in said trust and assigns forever; 3- 5769q  IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of all present and future owners of the Bonds, from time to time, issued under and secured by this Indenture without privilege, priority or distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds; PROVIDED, HOWEVER, that if Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, the principal of and premium, if any, and interest on the Bonds due orto become due thereon, at the times and in the manner set forth in the Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Bonds as required under Article IV hereof, or shall provide, as permitted hereby, for the payment thereof by depositing with Trustee the entire amount due or to become due thereon ( or Governmental Obligations sufficient for that purpose as provided in Article VIII hereof), and Company and Issuer shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, the Agreement and the Mortgage and shall payor cause to be paid to Trustee all sums of money due or to become due to it in accordance with the terms and provisions of this Indenture, the Agreement or the Mortgage, then upon the final payment thereof this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture shall remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without