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Section 2. The Note. <br /> <br /> 2.1. Authorized Amount and Form of Note. The Note issued pursuant to <br />this Resolution shall be in substantially the form set forth on Exhibit A to the Loan <br />Agreement, with such appropriate variations, omissions and insertions as are permitted or <br />required by this Resolution, and in accordance with the further provisions hereof; and the <br />total principal amount of the Note that may be outstanding hereunder is expressly limited <br />to $70,000 unless a replacement Note is issued pursuant to Section 2.7. <br /> <br /> 2.2. The Note. The Note shall be dated as of the date of delivery, shall be <br />payable at the times and in the manner, shall bear interest at the rate of five and one half <br />percent (5 V2 %) per annum, and shall be subject to such other terms and conditions as are <br />sct forth therein. <br /> <br /> 2.3. Execution. The Note shall be executed on behalf of the City by the <br />signatures of its Mayor and Administrator (collectively, the "Officials"). In case any of <br />the Officials whose signature shall appear on the Note shall cease to be such Official <br />before the delivery of the Note, such signature shall nevertheless be valid and sufficient <br />for all purposes, the same as if he had remained in office until delivery. In the event of <br />the absence or disability of any of the Officials such other officers of the City as, in the <br />opinion of the Bond Counsel, may act in their behalf, shall without further act or <br />authorization of the Council execute and deliver the Note. <br /> <br /> 2.4. Delivery of Note. Before delivery of the Note there shall be filed with the <br />purchaser of the Note (except to the extent waived by the purchaser) the following items: <br /> <br />(a) an executed copy of each of the following documents: <br /> <br />(1) the Loan Agreement; <br /> <br />(2) <br /> <br />the Pledge Agreement between the City and the purchaser <br />(the "Pledge Agreement"); and <br /> <br />(3) <br /> <br />the Guaranty from Edward Flaherty (the "Guaranty") to the <br />purchaser. <br /> <br /> (b) <br />Counsel; <br /> <br />an opinion of Counsel for the Borrower as prescribed by Bond <br /> <br />(c) the opinion of Bond Counsel as to the validity of the Note; and <br /> <br /> (d) such other documents and opinions as Bond Counsel may <br />reasonably require for purposes of rendering its opinion required in subsection (c) <br />above or that the purchaser may reasonably require for the closing. <br /> <br /> 2.5. Disposition of Note Proceeds. The Note will be delivered to provide <br />payment of a portion of the costs of issuance of the City's revenue bonds also issued to <br />finance the Project. <br /> Resolution #05-06-188 <br /> Page 2 of 6 <br /> <br /> <br />