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appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this <br />Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and <br />procedures set forth in the Certificate Ordinance. Among other requirements for such assignment <br />and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, <br />together with proper instruments of assignment, in form and with guarantee of signatures <br />satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion <br />or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name <br />or names this Certificate or any such portion or portions hereof is or are to be registered. The form <br />of Assignment printed or endorsed on this Certificate may be executed by the registered owner to <br />evidence the assignment hereof, but such method is not exclusive, and other instruments of <br />assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of <br />this Certificate or any portion or portions hereof from time to time by the registered owner. The <br />Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, <br />transferring, converting and exchanging any Certificate or portion thereof will be paid by the City. <br />In any circumstance, any taxes or governmental charges required to be paid with respect thereto <br />shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a <br />condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be <br />required to make any such transfer, conversion or exchange of any Certificates during the period <br />commencing with the close of business on any Record Date and ending with the opening of <br />business on the next following principal or interest payment date or, with respect to any Certificate <br />or any portion thereof called for redemption prior to maturity, within 45 days prior to its <br />redemption date; provided, however, such limitation on transfer shall not be applicable to an <br />exchange by the registered owner of the uncalled balance of a Certificate called for redemption in <br />part. <br />IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, <br />resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance <br />that it promptly will appoint a competent and legally qualified substitute therefor, and cause written <br />notice thereof to be mailed to the registered owners of the Certificates. <br />IT IS HEREBY certified, recited and covenanted. that this Certificate has been duly and <br />validly authorized, issued and delivered; that all acts, conditions and things required or proper to <br />be performed, exist and be done precedent to or in the authorization, issuance and delivery of this <br />Certificate have been performed, existed and been done in accordance with law; that annual ad <br />valorem taxes sufficient to provide for the payment of the interest on and principal of this <br />Certificate, as such interest comes due and such principal matures, have been levied and ordered <br />to be levied against all taxable property in said City, and have been pledged for such payment, <br />within the limits prescribed by law, and that this Certificate is additionally secured by and payable <br />from a pledge of the Surplus Revenues of the System remaining after payment of all operation and <br />maintenance expenses thereof, and all debt service, reserve, and other requirements in connection <br />with all of the City's revenue bonds or other obligations (now or hereafter outstanding) which are <br />payable from all or any part of the net revenues of the System, all as provided in the Certificate <br />Ordinance. <br />THE CITY HAS RESERVED THE RIGHT to amend the Certificate Ordinance as <br />provided therein, and under some (but not all) circumstances amendments thereto must be <br />approved by the registered owners of a majority in aggregate principal amount of the outstanding <br />Certificates. <br />A-4 <br />