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WHEREAS, the Issuer, the Company and Barnett Bank ~
of Jacksonville, National Associatian, a national bankinq ~
organization having its principal office in the City of Jacksonville, ~
Florida (hereinafter called the "Trustee") have entered into ~
or will, prior to the issuance of the Bonds, enter into an ,
Installment Purchase Trust Agreement (hereinafter called
the "Agreement") to secure the repayment of the Bonds; and ;
WHEREAS, the Board of Directors of Di Giorgio have,
by resolution duly adopted in accordance with the Charter -
and By-Laws of Di Giorgio, authorized the appropriate officers
of Di Giorgio to enter into this Unconditional Guaranty in
favor of the Issuer;
NOW, THEREFORE, in consideration of the premises,
of the promise of the Issuer to issue the Bonds, o~ the execution
of the Agreement by the Issuer, the Company and the Trustee,
and of the sum of Ten Dollars ($10.00) to Di Giorgio in hand
paid by the Issuer, the receipt of which is hereby acknowledged,
and in order to more fully secure the performance of all
the duties and obligations of the Company to the Issuer under
the Agreement, Di Giorgio does hereby promise, covenant and
agree as follows:
Section 1. OBI,IGATIONS OF GUARANTOR. The Guarantor
hereby guarantees to the Issuer the prompt and complete performance
by the Company of all the covenants and conditions of and
upon the Company as contained in the Agreement, and the payment
of all damages, costs, and reasonable expenses including
attorney's fees which by virtue of the Agreement might become `
recoverable by the Issuer from the Company.
Section 2. TERMS OF GUARANTY. This Guaranty shall
continue until all the terms of the Agreement have been satis-
factorily performed or otherwise discharged by the Company;
and the Guarantor shall riot be released of its obligations
hereunder so long as any claim of the Issuer against the
Company arising out of the Agreement is not settled or discharged
in full .
~ Section 3. GUARANTY TO SECUItE ISSUER. The Guarantor
expressly agrees that all the provisions and agreements contained
in this Guaranty are for the full benefit and protection
of the Issuer under the Agreement with the Company, and that
this Guaranty shall always be construed so as to fully preserve
and protect the rights of the Issuer under the terms of the
Agreement.
Section 4. CONSENT TO ACTS OF TRUSTEE AND ISSUER.
The Trustee and the Issuer shall have the full right, in
their sole discretion to the extent permitted by the Agreement
and the Resolution under which the Bonds are issued and without
any notice to or consent from the Guarantor, other than such
notices required by the Agreement, from time to tir,ie and
at any time, and without affecting, impairing, or discharging,
in whole or in part, the liability of the Guarantor hereunder:
(A) to make any change, amendment, extension or modification
whatsoever of any term or condition of the Agreement and
the Bonds, except those prohibited by the Agreement and the
Resolution under which the Bonds are issued; and (B) to settle,
compromise, release, surrender, modifiy, or impair, and to ~ :
enforce and exercise, or fail or refuse to enforce or exercise, '
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