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Draft No. 1 No~vember 24, 1998 UNDERWRITERS' RECEIPT FOR CERTIFICA' AND CERTIFICATIONS REGARDING INITIAL OFFERING PRICE S The undersigned, on behalf of Prudential Securities Incorporated an Salomon Smith Barney (the "Underwriters"), hereby certify to Marion County, Oregon (the "C unty") and Stoel Rives LLP, as Special Tax Counsel, the following: I l. We have purchased on the date hereof the $22,000,000.00 aggregat principal amount of Marion County, Oregon, Certificates of Participation (Courthouse Square Project), 1998 Series A (the "Certificates"). . I 2. We hereby acknowledge receipt of the Certificates in the aggregat principal amount of $22,000,000.00, which Certificates are in satisfactory form and conform in all respects to the ~ requirements set forth in the Certificate Purchase Agreement pursuant to the nderwriters have purchased the Certificates. 3. We have offered and sold to the public a substantial portion (i.~., at least 10% in principal amount) of the Certificates of each maturity. 4. The initial offering price of the Certificates to the public is as set attached hereto. As used herein, the "initial offering price" of the Certifica~ Section 1273(b)(1) of the Internal Revenue Code of 1986, as amended (the lesser of (i) the price at which at least ten percent (10%) of the Certificates of in fact sold to the public on November _, 1998 (the "Sale Date") or was rf on the Sale Date to be sold to the public, or (ii) the fair market value of the C~ Sale Date. IN WITNESS WHEREOF, the undersigned has executed and on December 16, 1998. PRUDENTIAL SECURITIES INCO By: Its: ~ :h on Exhibit A is as defined in ode"), e. g. , the ~h maturity was ~nably expected E~icates as of the this Certificate ORATED UNDERWRITERS' RECEIPT AND CERTIFICATION OF OFFER PRICE PACE 1