RES 05-022 - Laserfiche WebLink

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. . . 2.3 Execution. The Note shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and City Administrator and shall be sealed with the seal of the City; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such signatory had remained in office until delivery. In the event of the absence or disability of the Mayor and City Administrator such officers of the City as, in the opinion of the City Attorney or Special Counsel to the City, may act in their behalf, shall without further act or authorization ofthe City Council execute and deliver the Note. 2.4 Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (a) an executed copy of each of the following documents: (i) the Loan Agreement; (ii) the Disbursing Agreement; and (iii) the Pledge Agreement; (b) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (c) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (d) evidence that the Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from income taxation under Section 501(c)(3) of the Code; (e) approval of the Project from the Minnesota Department of Employment and Economic Development; and (t) such other documents and opmlOns as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (c) above or that the Lender may reasonably require for the closing. 2.5 Disposition of Note Proceeds. Upon delivery of the Note to Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Note for payment, or to reimburse the Borrower for payment, of Project Costs in accordance with the terms of the Loan Agreement and the Disbursing Agreement. 2.6 Registration of Transfer. The City will cause to be kept at the office of the City Administrator a Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender 1743229v4 3