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continue to be'subject to successive transfers in such manner at the option- of the registered oWner of the Note. No service charge shall.be made for any such transfer,.but.the City Clerk may require payment of a.sum sufficient to .cover any tax or other governmental charge payable in connection therewith; *hich the Borrower shall pay under the. Loan Agreement. The person in whose name. a Note shall -be issued or, if transferred, shall be. registered from time to time.:shall :be. deemed and regarded as the absolute owner' thereof for all purposes, and payment of or on. account of the principal of; premium, if any, and- interest on. the Note shal l be made. only -to or upon the order of such owner thereof, or its attorney duly authorized in writing, and neither the City, the City Clerk, the Borrower, nor the Lender shall be affected by any notice to: the contrary. All .such payments shall be valid and. eliectual to satisfy -and discharge the liability upon the Note to the extent of the sum -or su= so paid. The Note shall -be initially registered ih the.hame of the Lender. 11. Amendments, Changes and Modifications to Documents and Note: Resolution. Except. pursuant to the Loan Agreement, the City shall not enter into. or make any change, modification alteration or-terinination of the Loan Agreement, the Loan Agreement Assignment or this Resolution, 11 Covenants with Holder: Enforceability, All provisions. of the Note and of this: Resoludwand ali representations and undertakings bythe City in the Loan. Agreement and the. Loan Agreement -Assignment are hereby declared *to be covenants between the City and the Lender and its successor holders of the Note and -shall be enforceable by the .Lender or. .any such holders, in. a proceeding brought -for that -purpose. ~ .13. Bank Oualif cation. The Note is hereby designated as a qualified tax exempt obligatign*for purposes of Section 265(b)(3) of the Internal Revenue Code of 1996. 14. Definitions and.interpreiation. Terms not. otherwise defined in this Resolution but defined in the Loan.Agreement shall have the. same meanings in this Resolution and shall be interpreted herein as provided therein .err case any prAvision of this Resolution is for any reason illegal or invalid or inoperable; such-Illegallty .or invalidity .ofinoperability shall not. affect the re maining.provisions of this Resolution, which'shall.be construed oar enforced as. if such illegal or invalid or inoperable. provision were not contained herein. I5. Certifications. The Mayor and City Clerk arnd other officers of the. City are authorized and directed to prepare`and fu tush to bond counsel, to. the Borrower, to the Lender and to counsel for. the. Lender, certified copies of all proceedings and records of the City relating to the Project and the Note, and such other. affidavits and certificates. as maybe required to show thefacts. appearing from the. books and records in the officers' custody acid control or as: otherwise knpwn to them; and!-4l such certified copies, certificates and :affidavits, including any heretofore furnished, shall constitute representations of the City -as to the:trtitln of al statements co*iried therein. f 4