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<br />Upon sucb transfer tbe Administrator sball note tbe date of registration and tbe name and address _ <br />oftbe new Lender in tbe Note Register and in tbe registration blank appearing on tbe Notes, _ <br /> <br />2.7 Mutilated. Lost or Destroved Note. In case any Note issued bereunder sball <br />become mutilated or be destroyed or lost, tbe City sball, if not tben probibited by law, cause to <br />be executed and delivered, a new Note of like series, outstanding principal amount, number and <br />tenor in excbange and substitution for and upon cancellation of sucb mutilated Note, or in lieu of <br />and in substitution for sucb Note destroyed or lost, upon the Lender's paying tbe reasonable <br />expenses and charges of the City in connection therewith, and in the case of a Note destroyed or <br />lost, tbe filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. <br />If the mutilated, destroyed or lost Note has already matured or been called for redemption in <br />accordance with its terms it shall not be necessary to issue a new Note prior to payment. <br /> <br />2.8 Ownership of Notes. The City may deem and treat the person in whose name the <br />Note is last registered in the Note Register and by notation on tbe Note wbetber or not sucb Note <br />shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or <br />on account of tbe Principal Balance, redemption price or interest and for all other purposes <br />whatsoever, and tbe City shall not be affected by any notice to the contrary. <br /> <br />2.9 Limitation on Note Transfers. The Notes have been issued without registration <br />under state or otber securities laws, pursuant to an exemption for such issuance; and accordingly <br />the Notes may not be assigned or transferred in whole or part, nor may a participation interest in <br />tbe Notes be given pursuant to any participation agreement, except as an exempt security or as an <br />exempt transaction. e <br /> <br />2.10 Issuance of New Notes. Subject to tbe provisions of Section 2.9, the City shall, at <br />the request and expense of the Lender, issue new notes, in aggregate outstanding principal <br />amount equal to that of the Note surrendered, and of like tenor except as to number, principal <br />amount, and the amount of the montbly installments payable thereunder, and registered in the <br />name of the Lender or such transferee as may be designated by the Lender. <br /> <br />SECTION 3. MISCELLANEOUS. <br /> <br />3.1 Severabi1itv. If any provision of this Resolution shall be held or deemed to be or <br />shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction <br />or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of <br />any constitution or statute or rule or public policy, or for any other reason, such circumstances <br />shall not have the effect of rendering the provision in question inoperative or unenforceable in <br />any other case or circumstance, or of rendering any other provision or provisions herein <br />contained invalid, inoperative, or unenforceable to any extent whatever. Tbe invalidity of any <br />one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not <br />affect the remaining portions of this Resolution or any part thereof. <br /> <br />3.2 Authentication of Transcript. The officers of the City are directed to furnish to <br />Bond Counsel certified copies of this Resolution and all documents referred to herein, and <br />affidavits or certificates as to all other matters which are reasonably necessary to evidence the <br />validity of tbe Notes. All sucb certified copies, certificates and affidavits, including any e <br /> <br />1320443v2 <br /> <br />5 <br />