12-19-2007 Council Agenda - Laserfiche WebLink

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(b) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (c) Note; the opinion of Bond Counsel as to the validity and tax exempt status of the (d) evidence that the Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from income taxation under Section 501(c)(3) of the Code; (e) approval of the Project from the Minnesota Department of Employment and Economic Development; and (f) 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. Upon delivery of the Note to Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Note for payment of the portion of the Project Indebtedness to be prepaid in accordance with the terms of the Loan Agreement. 2.6 Registration of Transfer. The City will cause to be kept at the office of the City Clerk 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. The Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender of such Note together with a written instrument of transfer satisfactory to the Clerk, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose: For value received hereby sells, assigns and transfers unto the within Note of the City of Little Canada, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer the Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note. Dated: Registered Owner Upon such transfer, the City Clerk shall note the date of registration and the name and address of the new Lender in the Note Register and in the registration blank appearing on such Note. 2.7 Mutilated, Lost or Destroyed Note. In case any Note issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to 2110606v2 4 4