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effect as if such illegal or invalid term or clause were not contained therein unless the elimination <br />of such provision materially affects or impairs the continuing operation of this Agreement. <br />Prudential Securities is pleased to accept this engagement. We look forward to working towards <br />successfully financing the Project. <br />Please confirm that the foregoing sets forth our agreement by signing the enclosed duplicate of this <br />letter and the separate indemnification agreement in the spaces provided and returning them, <br />whereupon they shall constitute a binding agreement as of this date. <br />PRUDENTIAL SECURITIES INCORPORATED <br />By: '~ J~1~1 <br />Jo C. Moore <br />M ging Director <br />MARION COUNTY, OREGON <br />By: <br />Billy Wasson <br />Courthouse Square Coordinator <br />-4- <br />~ Prudential <br />Securities <br />