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the Note Ordinance, this Note may, at the request of the registered owner or the assignee or
<br />assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate
<br />principal amount of fully registered certificates, without interest coupons, payable to the
<br />appropriate registered owner, assignee or assignees, as the case may be, having the same
<br />denomination or denominations in any integral multiple of $5,000 as requested in writing by the
<br />appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this
<br />Note to the Paying Agent/Registrar for cancellation, all in accordance with the form and
<br />procedures set forth in the Note Ordinance. Among other requirements for such assignment and
<br />transfer, this Note must be presented and surrendered to the Paying Agent/Registrar, together with
<br />proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
<br />Paying Agent/Registrar, evidencing assignment of this Note or any portion or portions hereof in
<br />any integral multiple of $5,000 to the assignee or assignees in whose name or names this Note or
<br />any such portion or portions hereof is or are to be registered. The form of Assignment printed or
<br />endorsed on this Note may be executed by the registered owner to evidence the assignment hereof,
<br />but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
<br />Agent/Registrar may be used to evidence the assignment of this Note or any portion or portions
<br />hereof from time to time by the registered owner. The Paying Agent/Registrar's reasonable
<br />standard or customary fees and charges for assigning, transferring, converting and exchanging any
<br />Note or portion thereof will be paid by the City. In any circumstance, any taxes or governmental
<br />charges required to be paid with respect thereto shall be paid by the one requesting such
<br />assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such
<br />privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion,
<br />or exchange during the period commencing with the close of business on any Record Date and
<br />ending with the opening of business on the next following principal or interest payment date.
<br />IN THE EVENT any Paying Agent/Registrar for the Notes is changed by the City, resigns,
<br />or otherwise ceases to act as such, the City has covenanted in the Note Ordinance that it promptly
<br />will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
<br />to be mailed to the registered owners of the Notes.
<br />IT IS HEREBY certified, recited and covenanted that this Note has been duly and validly
<br />authorized, issued and delivered; that all acts, conditions and things required or proper to be
<br />performed, exist and be done precedent to or in the authorization, issuance and delivery of this
<br />Note have been performed, existed and been done in accordance with law; that annual ad valorem
<br />taxes sufficient to provide for the payment of the interest on and principal of this Note, as such
<br />interest comes due and such principal matures, have been levied and ordered to be levied against
<br />all taxable property in said City, and have been pledged for such payment, within the limit
<br />prescribed by law, all as provided in the Note Ordinance.
<br />THE CITY HAS RESERVED THE RIGHT to amend the Note Ordinance as provided
<br />therein, and under some (but not all) circumstances amendments thereto must be approved by the
<br />registered owners of a majority in aggregate principal amount of the outstanding Notes.
<br />BY BECOMING the registered owner of this Note, the registered owner thereby
<br />acknowledges all of the terms and provisions of the Note Ordinance, agrees to be bound by such
<br />terms and provisions, acknowledges that the Note Ordinance is duly recorded and available for
<br />inspection in the official minutes and records of the governing body of the City, and agrees that
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