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<br />of the absence or disability of the Chair of the Board of County Commissioners or the County <br />Auditor such ofticers of the Issuer as may act in their behalf, shall without further act or <br />authorization of the County Commission execute and deliver the Bonds. <br /> <br />2.4. DELIVERY OF BONDS. Before delivery of the Bonds there shall be filed with Wells <br />Fargo Brokerage Services, LLC (the "Lender") (except to the extent waived by the Lender) the <br />following items: <br /> <br />(a) an executed copy of each of the following documents: <br /> <br />(i) the Loan Agreement; and <br /> <br />(ii) the Pledge Agreement; <br /> <br />(b) <br />Bonds; <br /> <br />the opinion of Bond Counsel as to the validity and tax exempt status of the <br /> <br />(c) such other documents and opinions as Bond Counsel may reasonably require <br />for purposes of rendering its opinion required in subsection (b) above, or that the Lender may <br />reasonably require for the closing. <br /> <br />2.5. DISPOSITION OF BOND PROCEEDS. Upon delivery of the Bonds, the Lender shall, <br />on behalf of the Issuer, deposit the proceeds in a Proceeds Account to be held by the Lender. <br />Proceeds shall be disbursed by the Lender for payment of the cost of acquiring, eonstructing and <br />equipping the Facilities upon compliance with the provisions of the Loan Agreement. <br /> <br />2.6. REGISTRATION OF TRANSFER. The Issuer will cause to be kept at the office of the <br />County Auditor a Bond Register in whieh, subject to such reasonable regulations as it may prescribe, <br />the Issuer shall provide for the registration of transfers of ownership of the Bonds. The Bonds shall <br />be initially registered in the name ofthe Lender and shall be transferable upon the Bond Register by <br />the Lender in person or by its agent duly authorized in writing, upon surrender ofthe Bonds together <br />with a written instrument of transfer satisfactory to the County Auditor, duly executed by the Lender <br />or its duly authorized agent. Upon such transfer the County Auditor shall note the date of <br />registration and the name and address ofthe new owner in the Bonds Register and in the registration <br />blank appearing on the Bonds. <br /> <br />2.7. MUTILATED. LOST OR DESTROYED BONDS. Incase any Bond issued hereunder shall <br />become mutilated or be destroyed or lost, the Issuer shall, if not then prohibited by law, cause to be <br />executed and delivered, a new Bond of like outstanding principal amount, number and tenor in <br />exchange and substitution for and upon caneellation of such mutilated Bond, or in lieu of and in <br />substitution for such Bond destroyed or lost, upon the Lender's paying the reasonable expenses and <br />charges of the Issuer in connection therewith, and in the case of a Bond destroyed or lost, the filing <br />with the Issuer of evidence satisfactory to the Issuer with indemnity satisfactory to it. If the <br />mutilated, destroyed or lost Bond has already matured or been called for redemption in accordance <br />with its terms it shall not be necessary to issue a new Bond prior to payment. <br /> <br />-3- <br />