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DEC 12 2001 11 :25 �M FR BRIGGS & MORGAN 651 223 6450 TO 96514902292 P.05 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 conditions as are set forth therein. 2,3 Execution. The Note shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and Treasurer-Finance Director and shall be sealed with the seal of the City; provided that the seal may be intentionaIl� omitted as provided by law. Ti� 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 sts,ffiait�nt for all purposes, the same as if such signatory had remained in offioe until delivery. In the event of the absence or disability of the Mayor or the Treasurer-Finance Director such of�'iccrs of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council execute and deliver the Note. 2.4 � 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) au executed copy of each of the following documents: (i) the Loan Agreement; (ii) the Pledge Agreement; (iii) the Mortgage; (ii) the Disbursing Agreement; (b) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (�) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (d) a 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower is exempt fram income taxation under Section 501(c)(3) of the Code; (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. 2.5 Disposition of Note Proceeds. �ppn 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. 2.6 Reeistration of Transfer. The City will cause to be kept at the office of the Treasurer-Finance Director 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. is�2o��z 3