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outstanding hereunder is expressly limited to $7,000,000, unless a duplicate Note or Notes is issued > pursuant to Section 2.7. The offer of the Lender to purchase the Note at an aggregate purchase price of $7,000,000 is hereby accepted. 2.2 The Note The Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and '5 � conditions as are set forth therein. 2.3 Execution. The Note shall be executed on behalf of the City by the manual or facsimile C 1>9 signatures of its Mayor and Manager and shall be sealed with the seal of the City; provided that the seal kl() may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the k1. Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be 4 2 valid and sufficient for all purposes, the same as if such signatory had remained in office until delivery. In 1) the event of the absence or disability of the Mayor or the Manager such officers of the City as, in the �Z�Z opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the � 4 5 Council execute and deliver the Notes. kl 2.4 Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender 4 7 (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; 50 (ii) the Pledge Agreement; 5 (iii) the Mortgage; and 52 (iv) the Security Agreement. 5 `31' 5,4 (b) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond 5 5 Counsel; 5 Ci, (c) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; 5 7 (d) a determination letter from the Internal Revenue Service evidencing that the 5 8 Borrower is exempt from income taxation under Section 501 (c) (3) of the Code; 5 (e) such other documents and opinions 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 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 'fal of Project Costs in accordance with the terms of the Loan Agreement. 5 2.6 Registration of Transfer. The City will cause to be kept at the office of the Manager a Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the 21'0�