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<br />(2) an opinion of Counsel for the Borrower in scope and <br />substance satisfactory to Bond Counsel and Lender as to the <br />authority of the Borrower to enter into the transaction and <br />other related matters; <br /> <br />(3) the opinion of Bond Counsel as to the validity and <br />tax exempt status of the Note; <br /> <br />(4) such other documents and opinions as Bond Counsel may <br />reasonably require for purposes of rendering its opinion <br />required in subsection (3) above or that the Lender may require <br />for the closing. <br /> <br />2-5. Disposition of Note Proceeds <br /> <br />There is hereby established with the Lender a <br />Construction Fund to be held by the Lender as a separate fund <br />of the City as provided in the Disbursing Agreement. Upon <br />delivery of the Note, the proceeds of the Note shall be <br />credited to the Construction Fund held by the Lender on behalf <br />of the City, at which time the entire principal amount of the <br />Note shall be deemed advanced. The Lender or the title <br />insurance company identified in the Disbursing Agreement shall, <br />on behalf of the City, disburse funds for the payment of <br />Project Costs upon receipt of such supporting documentation as <br />the Lender or such title insurance company may deem reasonably <br />necessary, including compliance with the provisions of the <br />Disbursing Agreement. The Lender, said title insurance <br />company, or the Borrower shall provide the City with a full <br />accounting of all funds disbursed for Project Costs. <br /> <br />2-6. Registration of Transfer. <br /> <br />The City will cause to be kept at the office of the <br />City Manager a Note Register in which, subject to such reason- <br />able regulations as it may prescribe, the City shall provide <br />for the registration of transfers of ownership of the Note. <br />The Note shall be transferable upon the Note Register by the <br />Lender in person or by its agent duly authorized in writing, <br />upon surrender of the Note together with a written instrument <br />of transfer satisfactory to the City Manager duly executed by <br />the Lender or its duly authorized agent. Upon such transfer <br />the City Manager shall note the date of registration and the <br />name and address of the new Lender in the Note Register and in <br />the registration blank appearing on the Note. <br /> <br />18 <br />