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on account of the Principal Balance, redemptio# price or interest and for all other purposes - whatsoever, and`the City shall not be affected by any notice to the contrary. 2.0 Limitation on Note Transfers. The Note will be: issued to. an "accredited investor" and without..tegistration under state or other securities laws,-.piarsuant to an exemption for such. issuance; -and accordingly the. Note may. not be. assigned,or transferred in whole or part, nor may a participation interest in the Note be given pursuant tQ any participation agieerhent, except to another "accredited investor" .or "financial. institution" in accordance with an applicable. exemption from. such registmtign .requirements. and with full and accurate. disclosure of -a11. material facts to the prospectivepurchaser(s) or transferee(s). 2, 10 Isyance of a New Note. Subject to the provisions of Section 2.9, the: City shall,. at the. request and expense of the Lender, issue -a new note, in -aggregate outstanding principal amount equal to that of the Note surrendered, and of likt tenor except as: to number,: principal amount, and the amount of the periodic installments: payable thereunder, and: registered in, the name of the Lender or such transferee as:may be designated by the Lender. SECTION 3. MISCELLANEOUS. 3.1 8everability 1f any -provision ofthis Resolution shall be held: or deemed to be or shall, in fait, be inoperative. or unenforceable as applied in any particular case in any jurisdiction or jurisdicfions or in all jurisdictions or 'in -all. cases because it conflicts. with any provisions of any constitution or statute or xule: or public policy, or for any other reason, such circumstances shall not have- the effect of rendering tha provision iri question inoperative -of unenforceable in any other case or circumstance, or of rendering any other provision qr_ provisions herein .egntained invalid, inoperative, or upenforceable to any extent whatever. Thp�-invalidity of any one for more phrases,. sentences,. clauses .or paragraphs in this Resolution contained shall Pat affect the remaining portions of this Resolution or any part thereof. 3.2 Authentication of Transcritst. 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 certificates as to all other .matteis which are reasonably necessary to evidence the validity of the Note. All such certified ci ppies, .certificates and affidavits,. including any Heretofore furnished, shall constitute recitals of -the .city as to the correctness of all statements contained therein. 33 Authorization to Execute Agreements. Subject to approval by the. City after the .public hearing to be..conducted on this date., the forms of the proposed Loan Agreement,. Joint Powers Agreement and Pledge Agreement i* hereby approved in substantially the form presented to the. Council, together with such..additional details therein as may be necessary and appropriate and such modifications.thexeof, deletions therefrom and additions thereto as may be necessary :and appropriate and approved by Bond Counsel .prior to the execution. of the documents. The Mayor and Administrator -clerk of the City are authorized to execute, in the. name. of -'and on behalf :of the City, the Loan Agreement; the Joint Powers Agjreerrient and the Pledge Agreement and such other documents as. Bond. Counsel considers appropriate in connection. with the issuance of the. Note. In: the. event of the absence or disability of the Mayor. .and Administrator -Clerk such officers of the. city -as, in the opinion of counsel to the City; may 7 46A9J fv11S8'MA355=]