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and interest and prepayment privileges~ are incorporated <br />by reference herein. <br /> <br />5.2. Execution. The Note shall be executed on behalf of <br />the City by the signatures of the Mayor and the City <br />Clerk, and shall be sealed with its corporate <br />seal. In case any officer whose signature shall appear on <br />the Note shal~l cease to be such officer before the <br />delivery thereof, such signatures shall nevertheless be <br />valid and sufficient for all purposes. <br /> <br />5.3. Mutilated, Lost and Destroyed Note. In case the <br />Note shall become mutilated or be destroyed or lost, the <br />City shall cause to be executed and delivered a new Note <br />of like outstanding principal amount and tenor in exchange <br />and substitution for and upon cancellation of the <br />mutilated Note, or in lieu of and in substitution for such <br />Note destroyed or lost, upon-the Holder's paying the <br />reasonable expenses and charges of the City in connection <br />therewith, and in case the Note is destroyed or lost, its <br />filing with the City evidence satisfactory to it of such <br />destruction or loss. <br /> <br />5.4. Assignment. The Note may be assigned by the Holder <br />thereof, from time to time, by endorsement thereon or by <br />separate written instrument, provided that notice of any <br />such assignment shall be given in writing to the City and <br />the Borrower. <br /> <br /> 5.5. Delivery. and Use of Proceeds. Prior to delivery of <br /> the Note, the documents referred to in Section 3.3 hereof <br /> shall be completed and executed in form and subStance as <br />.approved by the City Attorney. The City shall execute and <br /> deliver the Note to the Lender, together with a duly <br /> certified copy of this Resolution, original, executed <br /> counterparts of the Loan Agreement and the <br /> Pledge/Disbursement Agreement, and such closing ' <br /> certificates, opinions and related documents as are <br /> required by bond counsel. <br /> <br /> Upon delivery of' the Note and the above items to <br />the Lender, the Lender shall, on behalf of the City, <br />disburse to the Borrower the proceeds of the Note in <br />reimbursement of Project Costs pursuant to the provisions <br />of the Loan Agreement and the Pledge/Disbursement <br />Agreement, and the proceeds so disbursed shall be deemed <br />to have been disbursed for the benefit of the City. The <br />Lender or the Borrower shall provide the City with a full <br />accounting of all funds disbursed for Project Costs. <br /> <br />-6- <br /> <br /> <br />