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<br />"III <br /> <br />The Bonds are initially issued as a book-entry-only security issue with no certificates provided to <br />the beneficial owners. Records of ownership of beneficial interests in the Bonds will be maintained by The <br />Depository Trust Company and its participants. <br /> <br />Should the book-entry only security system be discontinued, the Bonds shall be issued in the form <br />of registered Bonds without coupons in denominations of$5,000 or any integral multiple thereof. Such Bonds may <br />be exchanged for Bonds of the same principal amount, interest rate and maturity date, but different authorized <br />denominations, as provided in the Declaration. <br /> <br />The Bonds shall mature and be subject to redemption as described in the Declaration and the Final <br />Official Statement for the Bonds which is dated , 2004. <br /> <br />Unless the book-entry-only system is discontinued, notice of any call for redemption shall be given <br />as required by the Blanket Issuer Letter of Representations to The Depository Trust Company, as referenced in the <br />Declaration. Interest on any Bond or Bonds so called for redemption shall cease on the redemption date designated <br />in the notice. The Registrar will notify The Depository Trust Company promptly of any Bonds called for redemption <br />not less than 30 days prior to the date fixed for redemption. If the book-entry-only system is discontinued, notice of <br />redemption shall be given by first-class mail, postage prepaid, not less than thirty days nor more than sixty days prior <br />to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the <br />bond register; however, any failure to give notice shall not invalidate the redemption of the Bonds. All Bonds called <br />for redemption shall cease to bear interest from the date designated in the notice. <br /> <br />Any exchange or transfer of this Bond must be registered, as provided in the Declaration, upon the <br />bond register kept for that purpose by the Registrar. The exchange or transfer of this Bond may be registered only <br />by surrendering it, together with a written instrument of exchange or transfer which is satisfactory to the Registrar <br />and which is executed by the registered owner or duly authorized attorney. Upon registration, a new registered Bond <br />or Bonds, of the same series and maturity and in the same principal amount, shall be issued to the transferee as <br />provided in the Declaration. The City and the Registrar may treat the person in whose name this Bond is registered <br />on the bond register as its absolute owner for all purposes, as provided in the Declaration. <br /> <br />IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions, acts, and things <br />required to exist, to happen, and to be performed precedent to and in the issuance of this Bond have existed, have <br />happened, and have been performed in due time, form, and manner as required by the Constitution and Statutes of <br />the State of Oregon and the Charter of the City; and that the issue of which this Bond is a part, and all other <br />obligations of the City, are within every debt limitation and other limit prescribed by such Constitution and Statutes <br />and City Charter; and that the City has covenanted to levy a tax upon all taxable property within the City in an <br />amount sufficient, with other available funds, to pay when due the interest on and the principal of the Bonds. <br /> <br />IN WITNESS WHEREOF, the Council of the City of Eugene, Oregon, has authorized this Bond to <br />be signed by facsimile signature of its City Official as of the _ day of_. <br /> <br />City of Eugene, Oregon <br /> <br />City Official <br /> <br />Page 2 - (Exhibit A to Resolution) <br /> <br />.. <br /> <br />,tl <br />