Fort Walton Beach Resolution — 85-22-IDRB for Micro Systems — reading text

deliver to the Trustee the Indenture, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Trustee duly authorized, shall be deemed to be a part of his instrument as fully and to the same extent as if incorporated verbatim herein. The Issuer does hereby provide in the Indenture the terms, conditions, covenants, rights, obligations, duties and agreements to and for the benefit of the holders of the Bonds, the Issuer, the Borrower and the Trustee. Section 7 AUTHORIZATION OF EXECUTION AND DELIVERY OF LOAN AGREEMENT. The Loan Agreement, in substantially the form attached to Resolution 84- 63 of this Council, with such changes, alterations and corrections as may be approved by the Mayor or Mayor Pro Tem of the Issuer, such approval to be presumed by their execution thereof, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs said Mayor or Mayor Pro Tem to execute, and the Clerk or Deputy Clerk to the City Council of the Issuer to attest under the seal of the Issuer, the Loan Agreement and to deliver to the Borrower the Loan Agreement, all of the provisions of which, when executed and delivered by the Issuer as authorized herein and by the Borrower duly authorized, shall be deemed to be a part of this instrument as fully and to the same extent as if incorporated, verbatim herein. Section 8 APPROVAL OF GUARANTY AND INDEMNIFICATION AGREEMENT. The Guaranty and Indemnification Agreement, ( the Guaranty") in substantially the form attached to Resolution 84- 63 of this Council, with such changes, alterations, and corrections as may be approved by the Trustee and counsel to the Issuer, such approval to be presumed by its execution thereof, is hereby approved by the Issuer. Section 9 NO PERSONAL LIABILITY. No covenant, stipulation, obligation or agreement herein contained or contained in the Agreement or Loan the Indenture shall be deemed to be stipulation obligation or agreement of a covenant, any member, agent or employee of the Issuer or its governing body in his individual capacity, and nei~ her the members of the Issuer nor any official executing the Bonds shall be liable personally thereon or be subject to any personal liability or accountability by reason of the issuance thereof.  a Section 10 NO THIRD PARTY BENEFICIARIES. Except as herein or in the Loan Agreement or in the Indenture otherwise expressly provided, nothing in this instrument or in the Loan Agreement or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation other than the Issuer, the Borrower, the holders of the and the Trustee any right, remedy or claim, legal bonds or equitable, under and by reason of this instrument or any provision thereof or of the Loan Agreement or of the Indenture, this instrument, the Loan Agreement and the Indenture intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, the holders from time to time of the bonds and the Trustee. Section 11 PERFORMED. PREREQUISITES All acts, conditions and things to the relating passage of this instrument, to the issuance of the Bonds, and to the execution of the Loan Agreement and the Indenture, required by the Constitution or laws of the State of Florida to happen, exist, and be performed precedent to and in the passage hereof, and precedent to the issuance of the Bonds, and precedent to the execution and delivery of the Loan Agreement and the Indenture, have happened, exist and have been performed as so required. Section 12 GENERAL AUTHORITY. The members of the Issuer and its officers, attorneys, engineers or other agents or employees are hereby authorized to do all acts and things required of them by this instrument, the Loan Agreement or the Indenture, or desirable or consistent with the requirements hereof or such Agreement Loan or Indenture, for the full, punctual and compl~ te performance of all the terms, covenants and agreements contained in the bonds, the Loan Agreement, the Indenture, and this instrument. Section 13 ARBITRAGE. The Issuer covenants that it will not direct Trustee the to make any investments or acquiesce in the making of any investments by the Trustee pursuant to or under the Loan Agreement or the Indenture which could cause the Bonds to be " arbitrage bonds" within the meaning of Section 103( c)( 2) of the Internal Revenue code of 1954, as amended, and the applicable regulations issued thereunder. Section 14 THIS INSTRUMENT CONSTITUTES The A CONTRACT. Issuer covenants and agrees that shall this instrument constitute a contract between the Issuer and the holders from time to time of any of the Bonds then outstanding and that all covenants and agreements set forth herein and in the Loan Agreement and the Indenture to be performed by the Issuer shall be for the equal and ratable benefit and security of all holders of the Bonds without privilege, priority or distinction as to lien or otherwise of any of the bonds over any other of the bonds. Section 15 ELECTION UNDER SECTION 103( b)( 6)( D). The Issuer does hereby elect to have the provisions of Section 103( b)( 6)( D) of the Internal Revenue Code of 1954, as amended, apply to the bonds and said Mayor hereby authorized and is directed to evidence such election executing and filing on behalf of the Issuer a statement in the form required by Section 1.103- 10( b)( 2)( vi) of the Regulations of the Internal Revenue Service. Section 16 AWARD OF BONDS. The Issuer hereby finds, determines and declares that the small size of the issue, the