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<br />(2) an oplnlon 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 Notes; <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 Construction Loan Agreement. <br />Upon delivery of the Notes, the proceeds of the Notes shall be <br />credited to the Proceeds Account of the Construction Fund held <br />by the Lender on behalf of the City, at which time the entire <br />principal amount of the Notes shall be deemed advanced. The <br />Lender or the title insurance company identified in the <br />Construction Loan Agreement shall, on behalf of the City, <br />disburse funds for the payment of Project Costs upon receipt of <br />such supporting documentation as the Lender or such title <br />insurance company may deem reasonably necessary, including com- <br />pliance with the provisions of the Construction Loan Agreement. <br />The Lender, said title insurance company, or the Borrower shall <br />provide the City with a full accounting of all funds disbursed <br />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 Notes. <br />The Notes 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 Notes 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 Notes. <br /> <br />29 <br />