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Resolution 9575 Upon such transfer the City Administrator of the City shall note the date of registration and the name and address of the successor Lender in the applicable Note Register for such Note and in the registration blank appearing on such Note; subject to receipt of a purchaser letter or certification as required by Section 2.8 hereof. 2.6 Mutilated, Lost or Destroyed Note. In case the Note shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the payment by the Lender of the reasonable expenses and charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. 2.7 Ownership of Note. In accordance with the policy of the City, the Lender will be required to execute and deliver an investor letter or certification to the City, confirming that the Lender is either (a) a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the "1933 Act"), that purchases the Note for its own account or for the account of a qualified institutional buyer, or (b) an "accredited investor" as defined in Regulation D promulgated under the 1933 Act, that purchases the Note for its own account and without registration under state or other securities laws, pursuant to an exemption for such sale. The City may deem and treat the person in whose name the Note is last registered in the Note Register and by notation on the Note, whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Principal Balance, redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. 2.8 Limitation on Note Transfers. The Note will be issued to a "qualified institutional buyer" or an "accredited investor" and without registration under state or other securities laws, pursuant to an exemption for such sale; and accordingly the Note may not be assigned or transferred in whole or part, except to another "accredited investor" or "qualified institutional buyer". The City will require, as a precondition to any transfer, that the transferee provide to the City an investor letter or certification substantially in the form required of, and delivered upon issuance of the Note by the Lender in accordance with Section 2.7 hereof and other evidence satisfactory to the City that the transferee is a "qualified institutional buyer" or other "accredited investor". SECTION 3. MISCELLANEOUS. 3.1 Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained herein invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, MU210-289-787665.vl 6