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

or the obligation of Issuer to pay the principal of and premium, if any, and interest on each of the Bonds issued hereunder to the respective Owners thereof at the time and place, from the. source and in the manner in the Bonds expressed. Section Termination 9. 10. of Proceedinqs. In case Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, Issuer, Trustee and the Bondowners shall, subject to any determination in such proceeding, be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of Trustee shall continue as if no such proceedings had been taken. Section 9. 11. Waivers of Events of Default. Trustee may at its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of acceleration of principal, and shall do so upon the written request of the Owners of ( 1) more than sixty- six and two- thirds percent ( 66- 2/ 3%) in aggregate principal amount of 45- 5769q  ARTICLE X TRUSTEE Section lO. 01. Acceptance of Trusts. Trustee hereby accepts the imposed upon it by this trusts Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: a) prior to the occurrence of an Event Trustee, of and after the curing of all Events of Default Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred ( which has not been cured or waived), Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in the exercise of such rights and powers as an ordinary, prudent trustee. b) Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents , receiversbut or employees, shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning its duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys, agents , receivers and employees as may reasonably be employed in connection with the trusts hereof. may act upon Trustee the opinion or advice of any attorney ( who may be the attorney or attorneys for Issuer or Company) approved by Trustee in the exercise reasonable care. ofTrustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such opinion or advice. c) Trustee shall not be responsible for any reci tal herein or in the Bonds ( except with respect to the certificate of Trustee endorsed on the Bonds), or for insuring the Facilities, the Mortgaged Facilities or any other property, if any, held by it hereunder, or for collecting any insurance moneys, or for the validity of the execution by Issuer of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the property conveyed, transferred, assigned or pledged to it as security for the Bonds or any lien waivers with respect to the 47- 5769q  r) Trustee shall not be liable, except out of the Trust Estate created hereunder, for any debt contracted or for damages to persons or personal property injured or damaged or for salaries or nonfulfillment of contracts during any period for which it may be in possession of or managing the Mortgaged Facilities as provided in this Indenture, the Agreement or the Mortgage. Section 10. 02. Fees, Charqes and Expenses of Trustee. Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by Trustee in connection with such services. Upon an Event of Def aul t , but only upon an Event of Default, Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond upon the Trust Estate for the foregoing fees, charges and expenses incurred by Trustee. Section lO. 03. Notice to Bondowners if Default Occurs. If a Default occurs Trustee has of which been notified as provided in Section 10. 01( h) hereof, or of which by said subsection it is deemed to have notice, then Trustee shall promptly give written notice thereof by delivery or by registered or certified mail to the owner of each Bond. Section Intervention lO. 04. by Trustee. In any judicial proceeding which in the opinion of Trustee and its counsel has a substantial bearing on the interests of Owners of the Bonds, Trustee may, subj ect to the approval of the court having jurisdiction, intervene on behalf of Bondowners and shall do so if requested in writing by the Owners of at least twenty- five percent ( 25%) of the aggregate principal amount of Outstanding Bonds, unless the Owner( s) of a greater percentage shall otherwise direct in writing. Section 10. 05. Successor Trustee. Any corporation or association into which 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 or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all of the right, title and to the Trust Estate and all the interest trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or 51- 5769q conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. All covenants and stipulations herein shall inure to the benefit of and be available to the successors and assigns of Trustee. Section lO. 06. Resiqnation by Trustee. Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving thirty ( 30) days' written notice by registered or certified mail to Issuer, to Company and to the Owner of each Bond, and such resignation shall not take effect until the appointment of a successor Trustee by the Bondholders or by Issuer. In the event no such appointment is made within 120 days of such resignation, Trustee may appoint a successor Trustee. Section 10. 07. Removal of Trustee. Trustee may be removed at any time an instrument by or concurrent instruments in writing delivered to Trustee and to Issuer and signed by the Owners of a maj ori ty in aggregate principal amount of Outstanding Bonds. Section 10. 08. of Successor Appointment Trustee by Bondholders. In case hereunder Trusteeshall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Owners of a majority in aggregate principal amount of Outstanding Bonds by instrument or concurrent instruments an in writing signed by such owners, or by their duly authorized attorneys in fact, a copy of which shall be delivered sent by registered mail to Issuer. In case of personally or any such vacancy, Issuer, by an instrument executed, attested and sealed by those of its officials who executed and attested the Bonds or their successors in office, may appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed by the Bondowners in the manner above provided; and such temporary trustee so appointed by Issuer shall immediately and further withoutact be superseded by Trustee appointed by the Bondowners. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing