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amount, number and tenor in exchange and substitution for and <br />upon cancellation of such mutilated Tax Exempt Note, or in <br />lieu of and in substitution for such Tax Exempt Note destroyed <br />or lost, upon the holder's paying the reasonable expenses and <br />charges of the City in connection therewith, and in the case <br />of a Tax Exempt Note destroyed or lost, the filing with the <br />City of evidence satisfactory to the City that such Tax Exempt <br />Note was destroyed or lost, and furnishing the City with <br />indemnity satisfactory to it. If the mutilated, destroyed or <br />lost Tax Exempt Note has already matured or been called for <br />redemption in accordance with its terms it shall not be <br />necessary to issue a new Tax Exempt Note prior to payment. <br />2-8. Ownership of Tax Exempt Note. <br />The City may deem and treat the person in whose name <br />each Tax Exempt Note is last registered in the Note Register <br />and by notation on the Tax Exempt Note whether or not such Tax <br />Exempt Note shall be overdue, as the absolute owner of such <br />Tax Exempt Note for the purpose of receiving payment of or on <br />account of the Principal Balance, redemption price or interest <br />and for all other purposes whatsoever, and the City shall not <br />be affected by any notice to the contrary. <br />2-9. Limitation on Tax Exempt Note Transfers. <br />The Tax Exempt Note has been issued without <br />registration under state or other securities laws, pursuant to <br />an exemption for such issuance. The City acknowledges that <br />the Lender may, however and shall have the right to, sell <br />participation interests in the Tax Exempt Note. The Lender <br />covenants and agrees, however, that all such sales shall be in <br />accordance with all laws and regulations under which it <br />operates as a bank in compliance with applicable federal and <br />state securities laws and in such a manner, in the opinion of <br />counsel acceptable to the Bond Counsel, that such <br />participation interests in the Tax Exempt Note will not become <br />subject to registration or federal or state income taxes. In <br />the event any of Lender's participants shall require any <br />additional items, the City shall use all reasonable efforts to <br />obtain and deliver such items. All expenses incurred by the <br />City pursuant to this Section shall be paid or reimbursed by <br />the Company. <br />E1 <br />