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<br />2-8. Ownership of Note. <br /> <br />The City may deem and treat the person in whose name <br />the Note is last registered in the Note Register and by <br />notation on the Note whether or not such Note shall be overdue, <br />as the absolute owner of such Note for the purpose of receiving <br />payment of or on account of the Principal Balance, redemption <br />price or interest and for all other purposes whatsoever, and <br />the City shall not be affected by any notice to the contrary. <br /> <br />2-9. Limitation on Note Transfers. <br /> <br />The Note has been issued without registration under <br />state or other securities laws, pursuant to an exemption for <br />such issuance; and accordingly the Note may not be assigned or <br />transferred in whole or part, nor may a participation interest <br />in the Note be given pursuant to any participation agreement, <br />except in accordance with an applicable exemption from such <br />registration requirements and in accordance with the provisions <br />of Section 7.12 of the Loan Agreement. <br /> <br />17 <br />