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18. The Lender shall not be deemed, by any act of omission or commission, to nave waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and, then only to the extent specifically set forth in the writing. A waiver with reference 0, to one event shal.1 not be construed as continuing or as a bar to Or waivier, of any right or remedy as to a subsequent event. 19. This Note has been 'Issued without registration tinder state or lee deral or other securities laws, pursuant to an exemption for such 'issuance- and accorld"ngly the Note may not be assigned or transferred in whole or part,, nor may a participation " I nterest in the Note be given pursuant to any participation agreement, except in accordance with an applicable exemption from such registration requirements. The City acknowledges that the Leader may enter into a partici'pation agreement with one or more sophisticated 'investors upon receipt by Lender of an opinion of counsel that such transaction. is exempt from, registration requirements. 20. The City has designated this Note as, a "quallified tax exempt obligation" pursuant to Section 265(b)(3) of the Internal Revenue Cede o-f'19816, as amended. IT IS HEREBY CERTIFIED AND RECITED that all coniditions, 'acts, and things required to exist to happen and to be performed precedent to or 'In the issuance of this Note do , la exist, have happened and have been perform ied n regular and due f orm as required by w. 21448120 5