05-28-2014 Council Agenda - Laserfiche WebLink

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2.2 The Little Canada Note. The Little Canada 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 Little Canada Note shall be executed on behalf of the City by the signatures of its Mayor and the 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 Little Canada Note shall cease to be such officer before the delivery of the Little Canada Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if had remained in office until delivery. In the event of the absence or disability of the Mayor or the City Administrator such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council execute and deliver the Little Canada Note. 2.4 Delivery of Initial Little Canada Note. Before delivery of the Little Canada Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (1) an executed copy of each of the following documents: (a) the Purchase Agreement; (b) the Loan Agreement; (c) the Pledge Agreement; (d) the Mortgage; (e) the Payment Performance Agreement; (2) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Little Canada Note; (4) 501(e)(3) determination letters from the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501(e)(3) of the Code; and (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender may reasonably require for the closing. 2.5 Disposition of Proceeds of the Little Canada Note. Upon delivery of the Little Canada Note to Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Little Canada Note for refinancing the Project in accordance with the terms of the Loan Agreement. 6233403v2 8 5