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constitute the certificates, recitals, and representations of the City. Execution of any instrument or document by one or more appropriate officers of the City shall constitute and shall be deemed the conclusive evidence of the approval and authorization by the City and the City Council of the instrument or document so executed. Section 5. The Note. 5.01. Form and Authorized Amount. The Note is hereby authorized to be issued and shall be issued substantially in the form presented to the City Council and set forth as Exhibit A to this Resolution, with such appropriate varia- tions, omissions, and insertions which, with the prior approval of Bond Counsel (as evidenced by the delivery of Bond Counsel's legal approving opinion on the Note), may be necessary or desirable to consummate the Loan, as evidenced by the City's execution and delivery of the Note. The offer of the Lender to purchase the Note at a pr ice of par is found reasonable and is hereby accepted. The terms of the Note ~re set forth therein, and such terms, including, but not limited to, provisions as to interest rate, dates and amount of payment of principal and interest, and prepayment privileges, are incorporated by reference herein. The Note shall in all events contain a recital that it is issued pursuant to and in accordance with the Act. 5.02. Execution. The Note shall be executed on behalf of the City by the manual signatures of the Mayor and the City Manager, which shall be attested by the manual signa- ture of the City Clerk-Treasurer, and shall not be sealed with the City's corporate seal, and the Certificate of Registration shall be signed by the City Clerk-Treasurer, acting as Note Registrar pursuant to Section 5.04 below. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery thereof, such signature shall nevertheless be valid and sufficient for all purposes. 5.03. Mutilated, Lost, and Destroyed Note. In case the Note shall become mutilated or be lost or destroyed, the City shall cause to be executed and delivered a new Note of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substi tution for such Note lost or destroyed, upon the Holder's paying the reasonable expenses and charges of the City in connection therewith and, in case the Note is destroyed or lost, filing with the City evidence satisfactory to it of such loss or destruction. 5.04. Lender, at Assignment. The City Clerk-Treasurer its option) is hereby designated (or the as Note