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Tlie Counh~ h~.i enicred inlo the A~recmeni pursunnl to the authority confen~ed upon it b~~ ORS ?71390. 1 he Coimtc's obli~~atinn fo makr the 1998 FinancinK Pa}~ments due in each Fise:~l l~ear shall be anJ remain sub,ject to the Counh~'s ha~~in~ duh~ buJ;;ett~l anJ approp~iateJ, in accnrdance ~~ifh applicable la~~, funJs fur the purpuse of pa}in~ such 1995 Financin~ Na~ments. If, for am rerson, the Counh shall fs~il or re(use to duk bud~et and apprnpriate, in acrnrdance with applicable la~~, the 1998 Financin~ Papments comin~ tlue in am Fisc~l Year anJ such failure or refusal shall continue thruu~h the end of the fifteenth day of such Fiscal 1'ear (herein c:~lled a"NonApprupriation Ecent"~, then and in am such erent neither the Trustee, the O~~~ners of the 1998 Certificates, the Insurer nor am~ other person shall ha~~e an~~ further recourse ~~hatsue~cr A~ains[ the Counh or be entiHed to institute or maintain am~ action or proce~rlin~ to compel the Counh~, and the Counh' shall h:~~~e no ubligation ~~~hatsoecer, to pa~~ am~ 1998 Financing Pa}~ments (other than ~ppropriated Financing Pacments~. The Ceniticates initially arc bcim_ issued as a book-entry only securiry issue with no cettiticate provided tu the Certificateowners. Records of Cer[ifica[e ownership aill be maintained by the Trustee and The Depository T~vst Company and i[s participants, as pruvided in thc Acreement. Except as otherwise provided in the Aereement, no reeistration or reoistra[ion of transfcr sh~ll be made during the period beginnin~ on ^ Record Da[e an~ endine on the next In[erest Payment Date for this Certificate or af[er this Certificate shall be called For redemp[ion. In the event the Book-Entry System establishrtl under the A~reement with respect to [he Certificates is ever discontinued, the Issuer shall cause «~ be prepared, and the Trustee shall execute and deliver, a fonn of Certificate whieh contains such addi[iunal de[ails concernine fie rerms thereof as is customary in connection with Cenificares of similar rype which are not subject [o a buok- en[ry only system. The provision se~ fonh in [he immcdia[eIy tollowing paragraph shall appty only so long as the Certi(icates are suhject to [he Buuk-Entry System as pruvid~d in Ihe Agreement ~nd '11ie Depositury Trust Company is actine ac th~~ Securities Deposiwry: Unless this cer[ificate is presented by an authurized representative uf The Depusiton~ Trust Company, a New York corpor~tion ("DTC") [u ~he Issuer or i[s a~ent fur reeistra[ion of transter. exchan~e, or paymen~ and any certificate issued is regis[cred in the name of Cede & Co. nr in such other n~me as is reyucsted by ^n au[horized representative of DTC (and paymen[ is made tu Cede & Co. or tu such o[her entiry a. is reyuested by an au[horized representa[ive of DTC). ANY TRANSFER, PLEDGE. OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the meisrered owner hereof. Cede & Co., has an imerest herein. Prepacment. The principal components evidenced by the Certificates are suhieci eo mandacory and op[ional opiional prepaymcn[, in whole and in par[, on [he dates, undcr the tenns and wnditions and at the prepayment prices, all as ser forth in the A~reemen~. No[ice of any such prepayment shall be ~iven in the m~nner provided in thc Aerecmenc. On or prior to ihe prepayment date, funds shall be plxed with the Trustee in accordance ~vith the tenns of the Aereement to pay on the prepaymen[ date the prepaymcnt price uP die Certificates to be prepaid. Upon rhe happenine of the above condi[ions, the princip~l componencs of the Cenitica[es thus calleei shall no[ bear interes[ after the prepayment date and shall not be deemed [o be outs[anJin, under the provisions of the Aereement. 'ilie holder of this Certificate shall have no rieht co enforce the provisiuns of thc Acreement or the Morteaee, or take any action with respect [o any Event of Defaulc under the Aeree;ment, or ro institute, appear in or defend any suit ur other proceedin~~s with respect therero excep[ to enforce the payment of principal and inrerest un this Certifica[e at maturity and as otherwise provided in [he Agreemen~ and the Act. ASS[G\~IE\"P For value received, the undersi_~ned sells. assi~ns and [ra~~sfers unro (please insert social securiry or o[her tax fdentification number of assienee) ~he ~~~ithin Certificate and does herehy irrevocably constitute and appoint ~ as attorney tu transfer this Certiticate on the baoks kept for reeistration thereof wi[h [he full power of substi[ution in the premises. Date: Siana[ure Guarantees: Bank. Trust Company or NYSE Firm) (Authorized Offieer) Note: the signature(s) must correspond with the name(s) as written on the face of this Certificate in every particular without enlareemen[, alteration or any cham~e wh~tsuever. _ __ _ _ _ __ _ _ __ _ ___. STrt7'E~iEl\'T nF L~SGRAtGE MBItF 3nsura~e Corpotaiic~n