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Attachment B Exhibit A, shall have been duly executed by an Authorized Officer of the Fiscal Agent; and such executed certificate of authentication upon the Governmental Note shall be conclusive evidence that the Governmental Note has been duly executed, registered, authenticated, and delivered under this Funding Loan Agreement. Section 2.07 Mutilated, Lost, Stolen or Destroyed Governmental Note. In the event the Governmental Note is mutilated, lost, stolen or destroyed, the Governmental Lender shall execute and the Fiscal Agent shall authenticate a new Governmental Note substantially in the form set forth in Exhibit A in exchange and substitution for and upon cancellation of the mutilated Governmental Note or in lieu of and in substitution for such lost, stolen or destroyed Governmental Note, upon payment by the Funding Lender of any applicable tax or governmental charge and the reasonable expenses and charges of the Governmental Lender and the Fiscal Agent in connection therewith, and in the case where the Governmental Note is lost, stolen or destroyed, the filing with the Fiscal Agent of evidence satisfactory to it that the Governmental Note was lost, stolen or destroyed, and of the ownership thereof, and furnishing the Governmental Lender and the Fiscal Agent with indemnity reasonably satisfactory to both of them which need not be in the form of a third-party surety. In the event where the Governmental Note shall have matured, instead of delivering a new Governmental Note the Governmental Lender may pay the same without surrender thereof. Section 2.08 Registration; Transfer of Funding Loan; Transferee Representations Letter. (a) The Funding Loan shall be fully registered as to principal and interest in the manner and with any additional designation as the Fiscal Agent deems necessary for the purpose of identifying the registered owner thereof. The Funding Loan shall be transferable only on the registration books of the Fiscal Agent. The Fiscal Agent shall maintain books or other records showing the name and date of registration, address and employer identification number of the registered owner of the Funding Loan and any transfers of the Funding Loan as provided herein. The Funding Loan shall initially be registered to \[U.S. Bank National Association, as Custodian by and for the benefit of\] the Initial Funding Lender \[LetÓs discuss this point\], upon the Conversion Date shall be registered to the Freddie Mac Seller/Servicer, and upon the Freddie Mac Purchase Date, shall be registered to Freddie Mac. (b) The Funding Lender shall have the right to sell, assign or otherwise transfer in whole its interest in the Funding Loan or to grant participation interests in the Funding Loan \[in a percentage of not less than twenty-five percent (25%) of the outstanding principal amount of the Funding Loan\] \[LetÓs discuss this point.\]; provided that the Funding Loan may be transferred, or any participation interest therein granted, only to an Ðaccredited investorÑ as that term is defined in Rule 501 of Regulation D under the Securities Act or a Ðqualified institutional buyerÑ as that term is defined under Rule 144A of the Securities Act (such Ðaccredited investorÑ or Ðqualified institutional buyerÑ a Ð Qualified Transferee Ñ) that delivers a letter to the Fiscal Agent substantially in the form attached hereto as Exhibit C setting forth certain representations with respect to such Qualified Transferee (the Ð Transferee Representations Letter Ñ). Notwithstanding the preceding sentence, no Transferee Representations Letter shall be required for the Funding Lender Representative to (i) transfer the Funding Loan to any affiliate or other 21 12502516v3