12-19-2007 Council Agenda - Laserfiche WebLink

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1.4 Security for the Loan. The City hereby acknowledges and agrees that the Loan Agreement, the Note and the respective obligations of the parties to all or certain of these and other agreements may be secured by liens and security interests granted by the Borrower to the Lender; provided, however, the City shall not be liable or responsible for the terms, validity, perfection, value or enforcement of any such security. SECTION 2. THE NOTE. 2.1 Authorized Amount and Form of Note. The Note issued pursuant to this Resolution shall be in substantially the form submitted to the City Council on the date hereof, and shall bear interest at the rates, mature in the years and amounts and be subject to redemption as therein specified, as such may be modified by agreement of the Lender, the Borrower and the City. The total aggregate principal amount of the Note that may be initially issued is expressly limited to up to $2,000,000, unless a duplicate Note is issued pursuant to Section 2.7; provided, however, the Note may be initially issued in a lesser maximum principal amount by agreement of the Borrower and the Lender. The initial interest rate on the Note shall be 4.65% per annum. The offer of the Lender to purchase the Note at an aggregate purchase price of such amount as is actually disbursed thereunder 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 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 City Administrator and shall be sealed with the seal of the City; provided that the seal may be intentionally omitted as provided by law. In 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 sufficient for all purposes, the same as if such signatory had remained in office until delivery. In the event of the absence or disability of the Mayor and City Administrator such officers of the City as, in the opinion of the City Attorney or Special Counsel to the City, may act in their behalf, shall without further act or authorization of the City Council execute and deliver the Note. 2.4 Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender the following items: (a) an executed copy of each of the following documents: (i) the Loan Agreement; (ii) the Pledge Agreement; (iii) the Mortgage, in form and substance acceptable to the Lender; and (iv) the Security Agreement, in form and substance acceptable to the Lender; 2110606v2