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THIS CERTIFICATE IS TRANSFERABLE only upon presentation and surrender at the <br />principal corporate trust office of the Paying Agent/Registrar, accompanied by an assignment <br />duly executed by the Registered Owner or its authorized representative, subject to the terms and <br />conditions of the Ordinance. <br />THIS CERTIFICATE IS EXCHANGEABLE at the principal corporate trust office of the <br />Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and <br />in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and <br />conditions of the Ordinance. <br />THE PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange <br />any Certificate called for redemption, in whole or in part, during the forty-five (45) day period <br />immediately prior to the date fixed for redemption; provided, however, that such limitation shall <br />not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a <br />Certificate called for redemption in part. <br />THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of <br />any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be <br />imposed in connection with the transfer or exchange of a Certificate. Any fee or charge of the <br />Paying Agent/Registrar for a transfer or exchange shall be paid by the City. <br />THE REGISTERED OWNER of this Certificate by acceptance hereof, acknowledges <br />and agrees to be bound by all the terms and conditions of the Ordinance. <br />IT IS HEREBY DECLARED AND REPRESENTED that this Certificate has been duly <br />and validly issued and delivered; that all acts, conditions and things required or proper to be <br />performed, exist and to be done precedent to or in the issuance and delivery of this Certificate <br />have been performed, exist and have been done in accordance with law; that the Certificates do <br />not exceed any constitutional or statutory limitation; and that annual ad valorem taxes sufficient <br />to provide for the payment of the interest on and principal of this Certificate, as such interest <br />comes due and such principal matures, have been levied and ordered to be levied, within the <br />limits prescribed by law, against all taxable property in the City and have been irrevocably <br />pledged for such payment. <br />IT IS FURTHER DECLARED AND REPRESENTED that the revenues to be derived <br />from the City's water and sewer system, after the payment of all operation and maintenance <br />expenses thereof (the "Net Revenues"), in an amount not to exceed $1,000, are pledged to the <br />payment of the principal of and interest on the Certificates, provided that the pledge of Net <br />Revenues is and shall be junior and subordinate in all respects to the pledge of Net Revenues to <br />the payment of any obligation of the City, whether authorized heretofore or hereafter, which the <br />City designates as having a pledge senior to the pledge of the Net Revenues to the payment of <br />the Certificates. The City also reserves the right to issue, for any lawful purpose at any time, in <br />one or more installments, bonds, certificates of obligation and other obligations of any kind, <br />secured in whole or in part by a pledge of Net Revenues, that may be prior and superior in right <br />to, on a parity with, or junior and subordinate to the pledge of Net Revenues securing the <br />Certificates. <br />A-5 <br />HOU:2690632.2 <br />