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

less than having a reported capital and surplus of not 10, 000, 000 and having its principal office in the State and shall not be unsatisfactory to Company if Company is not then in Default under the Agreement if there be such an institution willing, qualified and able to accept the trust upon customary terms. 52- 5769q  Section 10. 09. Acceptance by Any Successor Trustee. Every successor appointed hereunder shall execute, Trustee acknowledge and deliver to its or his predecessor and also to Issuer and Company an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of Issuer, or of its successor, execute and del i ver an instrument transferring to such successor all the estates, properties, rights, powers andsuch predecessor trusts of hereunder; and every predecessor shall deliver all Trustee securities and moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from Issuer be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by Issuer. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where the Indenture shall have been filed or recorded. The predecessor Trustee shall retain the right to any fee or charges due and owing such I predecessor Trustee prior to such Trustee s resignation or removal. Section 10. 10. Riqht of Trustee To Pay Taxes and Other Charges. In case any tax, assessment, governmental or other charge upon, or insur ance premium with respect to, any part of the Mortgaged Facilities is not paid as required herein or in the Agreement, Trustee may pay such tax, assessment, governmental or other charge, or insur ance premi urn, without however, to rights or the of Trustee prejudice, any Bondowners arising in consequence of and such failure; any amount at any time so paid under this interest Section, with thereon from the date of payment at the Late Payment Rate, shall become so much additional indebtedness secured by this Indenture, and the same shall be given a preference in payment over any of the Bonds, and shall be paid out of the proceeds of revenues collected from the Mortgaged Facilities, if not otherwise caused to be paid; but Trustee shall not be under any obligation to make any such payment unless it shall have been requested to do so by the Owners of at least twenty- five percent ( 25%) of the aggregate principal amount of Outstanding Bonds and shall have been provided with adequate funds for the purpose of such payment. 53- 5769q  Section lO. II. Appointment of Co- Trustee. It is the purpose of this Indenture that there shall be no violation of jurisdiction ( including particularly the law any law of any of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Indenture or the Agreement, and in particular in case of the enforcement of either on Default, or in case Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, Trustee may appoint an additional individual or institution as a separate or Co- Trustee, in which event each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to Trustee with respect thereto shall be exercisable by and vest in such separate or Co- Trustee, but only to the necessary to enable such extent separate or Co- Trustee to such powers, exercise rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or Co- Trustee shall run to and be enforceable by either of them. Should deed, or instrument in wr it ing any conveyance from Issuer be required by the separate or Co- Trustee so appointed by for more fully and certainly vesting in Trustee and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, and delivered by Issuer. In case any acknowledged separate Co- Trustee, or or a successor to either,shall die, become incapable of acting, resign or be removed, all the rights, trusts, duties and estates, properties, powers, of such Co- Trustee, so far as obligations separate or permi tted by law, shall vest in and be exercised by Trustee until the appointment of a new Trustee or successor to such separate or Co- Trustee. End of Article X] 54- 5769q  ARTICLE XI SUPPLEMENTAL INDENTURES Section ll. OI. Supplemental Indentures Not Requirinq Consent of Bondowners. Issuer and Trustee may, without consent of or notice to any of the Bondowners, enter into an indenture or indentures supplemental to this Indenture for anyone or more of the following purposes: a) To cure any ambiguity or formal defect or omission in this Indenture; b) To confer grant to or upon Trustee for the benefit of the Bondowners any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Bondowners or Trustee; c) To subj ect to thi s Indenture additional revenues, properties or collateral; d) modify, amend or supplement this Indenture To or any supplemental hereto in such manner as indenture to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; or e) To evidence the appointment of a separate or Co- Trustee or the succession of a new Trustee hereunder. Section 11. 02. Indentures Supplemental Requirinq Consent of Bondowners. of supplemental Exclusive indentures permitted by Section 11. 01 hereof and subject to the terms and provisions contained in this Section, and not otherwise, the Owners of not less than two- thirds ( 2/ 3) in aggregate of the Outstanding Bonds shall have the principal amount from time to time, anything contained in this right, Indenture to the contrary notwithstanding, to consent to and the execution by Issuer and Trustee of such other approve indenture or indentures supplemental hereto as shall be deemed necessary and desirable by Issuer for the purpose of providing for the issuance of Additional Bonds pursuant to the provisions of Section 2. 10 hereof or for the purpose of adding to or rescinding, in modifying , altering, amending, of the terms provisions contained in any particular, any or this Indenture or in any supplemental indenture; provided, however, that nothing in this Section or in Section 11. 01 55- 5769q  ARTICLE XII AMENDMENT OF AGREEMENT Section 12. Ol. Amendments to Aqreement Not Requirinq Consent of Bondowners. Issuer and Trustee shall, without the consent of or notice to the Bondowners, consent to any amendment, change or modification of the Agreement as may be required ( i) by the provisions of the Agreement and this Indenture, ( ii) for the purpose of curing any ambiguity or formal defect or omission in the Agreement, ( iii) so as to more precisely identify the Mortgaged Facilities or to substitute add additional improvements or equipment to the or Mortgaged Facilities or additional rights or