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<br />Should the book -entry-only security system be discontinued, the Bonds shall be <br />issued in the form of registered Bonds without coupons in the denominations of $5,000 or any <br />integral multiple thereof Such Bonds may be exchanged for Bonds of the same aggregate <br />principal amount, but different authorized denominations, as provided in the Bond Resolution. <br /> <br />Any transfer of this Bond must be registered, as provided in the Bond Resolution, <br />upon the bond register kept for that purpose by the Registrar. Upon registration, a new registered <br />Bond or Bonds, of the same series and maturity and in the same aggregate principal amount, shall <br />be issued to the transferee as provided in the Bond Resolution. The Registrar and the Issuer may <br />treat the person in whose name this Bond is registered as its absolute owner for all purposes, as <br />provided in the Bond Resolution. <br /> <br />The Bondowner may exchange or transfer this Bond only by surrendering it, <br />together with a written instrument of exchange or transfer which is satisfactory to the Registrar <br />and duly executed by the registered owner or their duly authorized attorney, at the principal <br />corporate trust office of the Registrar in the manner and subject to the conditions set forth in the <br />Bond Resolution. <br /> <br />Unless this certificate is presented by an authorized representative of The <br />Depository Trust Company to the issuer or its agent for registration of transfer, exchange <br />or payment, and any certificate issued is registered in the name of Cede & Co. or such <br />other name as requested by an authorized representative of The Depository Trust <br />Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR <br />OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS <br />WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. <br /> <br />IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, <br />acts, and things required to exist, to happen, and to be performed precedent to and in the issuance <br />of this bond have existed, have happened, and have been performed in due time, form, and manner <br />as required by the Constitution and Statutes of the State of Oregon and the Charter of the City; <br />that the issue of which this bond is a part, and all other obligations of the City, are within every <br />debt limitation and other limit prescribed by such Constitution, Statutes and Charter; and that the <br />City has covenanted to levy a tax upon all taxable property within the City in an amount sufficient, <br />with other available funds, to pay when due the interest on and the principal of the bonds. <br /> <br />IN WITNESS WHEREOF, the City Council of the City of Eugene, Oregon, has <br />caused this bond to be signed by facsimile signature of its Finance Officer, as of the date indicated <br />above. <br /> <br />City of Eugene, Lane County, Oregon <br /> <br />Page 4 - Exhibit B <br /> <br />J:\RDR\EUGENE.Cfl\ADV -REF.97\RES.DOC <br />