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<br />Exhibit C <br />FORM OF NOTE <br /> <br />UNITED STATES OF AMERICA <br />COMMONWEALTH OF VIRGIN IA <br /> <br />No. N- <br /> <br />CITY OF PORTSMOUTH <br /> <br />GENERAL OBUGA TION NOTE <br />SERIES 2006C <br /> <br />VIAll 'RITY DATE <br /> <br />INTEREST RATE <br /> <br />CUSIP <br /> <br />REGISTERED OWNER: <br /> <br />PRINCIPAL AMOUNT: <br /> <br />CITY OF PORTSMOUTH, VIRGINIA ("City"), for value received, acknowledges itself <br /> <br />indebted and promises to pay to the registered owner of this Note or legal representative, the <br /> <br />principal amount stated above on the maturity date set forth above and to pay interest on the <br /> <br />principal amount of this Note at the rate specified above per annum, payable semiannually on <br /> <br />and <br /> <br />, beginning on <br /> <br />,200_ This Note shall bear interest <br /> <br />(a) frol1l ___' 200_. if this Note is authenticated before <br /> <br />, 200 or (b) otherwise <br /> <br />from the or <br /> <br />that is, or immediately precedes, the date on which this <br /> <br />Note is authenticated: provided that, if at the time of authentication of this Note, interest on this <br /> <br />Nl1te is in deElult. this Note shall bear interest trom the date to which interest has been paid. <br /> <br />Both principal of and interest on this Note are payable in lawful money of the United States of <br /> <br />America. The principal of this Note is payable upon presentation and surrender hereof at the <br /> <br />oHice of the Chief Financial Officer of the City, as Registrar and Paying Agent ("Registrar"). <br /> <br />Interest on this Note is payable by check or draft mailed to the registered owner hereof at its <br /> <br />address as it appears on the registration books maintained by the Registrar without presentation <br /> <br />l1f this NlJte: provided that as long as Cede & Cl1. is the registered owner l1f this Note. interest <br />