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Charter and Code and, with respect to a portion of the Note, elections of the qualified voters of the City duly held pursuant to the Public Finance Act of 1991. [This Note is subject to prepayment in whole or in pan in minimura increments of $100,000 at the option of the City without penalty or premium at any time or from time to time on or after __, 200_ upon 30 days written notice to the Registered Owner. Upon exercise of its prepayment option, the City will pay on the prepayment date the principal of this Note to be prepaid plus accrued interest to the prepayment date. Any partial prepayment of this Note shall be noted in the table appearing at the foot of this Note, and the aggregate of all such prepayments duty certified in such table shall constitute a reduction in the principal mount hereof.] The full faith and credit of the City is hereby irrevocably pledged to the punctual payment of the principal of and interest on this Note as the same become due. In each year while this Note is outstanding and unpaid, there shall be assessed, levied and collected, at the same time and in the same manner as other taxes of the City are assessed, levied and collected, a tax upon all taxable property within the City, over and above all other taxes, authorized or limited by law and without limitation as to rate or amount, sufficient to pay when due the principal of and interest on this Note. With respect to a portion of this Note, the City expects to pay debt service from revenues of the water and sewer system of the City. It is hereby certified, recited and declared that all acts, conditions and things required to have happened, to exist and to be performed precedent to and in the issuance of this Note and the issue of which it is a part have happened, do exist and have been performed in due time, form and manner as required by law, and that the amount of this Note, together with all other indebtedness of the City, does not exceed any limitation of indebtedness prescribed by the Constitution or statutes of the Commonwealth of Virginia or the Charter of the City. IN WITNESS WHEREOF, the City has caused this Note to be executed by the manual or facsimile signatures of its City Manager; an impression of the corporate seal of the City or a facsimile thereof to be affixed hereto or imprinted hereon, and attested by the manual or facsimile signature of the City Clerk of the City; and this Note to be dated ,2001 CITY OF PORTSMOUTH, VIRGINIA [SEAL] ___________________________________ City Manager Attest: ___________________________ City Clerk -2-