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Upon such transfer the Administrator shall note the date of registration and the name and address of the new Lender in the Note Rcgister and in the registration blank appearing on the Notes. 2.7 Mutilated. Lost or Destroved Notc. In casc any Note issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be cxecuted and delivercd, a new Note of like series, outstanding principal amount, numbcr and tenor in exchange and substitution for and upon cancellation of such mutilatcd Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, dcstroyed or lost Note has already matured or been callcd for redemption in accordance with its tem1S it shall not be neccssary to issue a new Note prior to payment. 2.8 Ownership of Notes. The City may deem and treat the person in whose name the Note is last registered in the Note Register and by notation on the Note whether or not such Note shall be overdue, as thc absolute owner of such Note for the purpose of receiving payment of or on account of thc Principal Balance, redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any noticc to the contrary. 2.9 Limitation on Note Transfers. The Notes have bccn issued without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Notcs may not be assigned or transferred in whole or part, nor may a participation interest in the Notes be given pursuant to any participation agreement, except as an exempt security or as an excmpt transaction. 2.10 Issuance of New Notes. Subject to the provisions of Section 2.9, the City shall, at the request and expcnse of the Lender, issue new notes, in aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and the amount of the monthly installmcnts payable thereunder, and registered in the name of thc Lender or such transferee as may be designated by the Lender. SECTION 3. MISCELLANEOUS. 3.1 Severabilitv. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular casc in any jurisdiction or jurisdictions or in all jurisdictions or in all cascs becausc it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rcndering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not ailect the remaining portions of this Resolution or any part thereof. 3.2 Authentication of Transcript. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificatcs as to all other matters which are reasonably necessary to evidence the validity of the Notes. All such certified copies, certificates and affidavits, including any 1320443v2 5