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AUG 03 '9E 09~12 FR PRU SECiPUE FINiSEA 2~6 340 4076 TO 91503540E055 P.~3i0~ solely pursuant to clsuse (B) of the first paragraph hereof, for tl~e reasons specified in the second sentence tliereoi~, even though the express grovisions hereof providc for in.demnification in such ~"` case, then we, on the one hand, and you, on the other hand, shall contribute to such claim, liability, loss, damage or expense for which such indemnification or reimbur.sement is held unavailable in such proportion as is appropriate to reflect the relative bene~tts to us on the one hand, and Prudei~tial Securities on thc othcr hand, in connection with the transactions contemplated by the engagement, suU,ject to the lim.itation that in any event Prudential Securities' aggregate contribution to all losses, claims, damages, liabilities and expenses to which contriUution is available hereunder shall not exceed the am~unt of fees actually received by Prudential Securities pursuant to tlle engagement. The foregoing right to indemnity and contribution shall be in addition to any rights that you and/or any other I»de~nnified Person may ha~e at common law or otherwise and shall zemaiil in full force and effect following thc complction or any terminaiio» of your engagement. V-Te hercby conseni to personal jtu~i.sdiction and to service ~n.d venue in any court in which any eiaim which is subject to this agreement is brought against you or any other Tnderruiified Person. Prior to any proposed sale, distribution or liquidation of all ar a significant portion of our assets or any signi£icant recapitaliz~tion of olu outsta,nding securities, we will notify you in writing thereof and, if requested by you, sha[1 arrAn~e alternative means of providing for our o~ligations set forth in this letter, including the assucnption of such obligation by a~~other party, insurance or thc creation of an escrow. in cach case in an amotmt auid upon tenns and conditions satisfactory to you. It is uxiderstoad that, in connection with your cngagement, you may also be enga~ed to act for us in ._,.. one or morc additional capacities, and ihat ihe terms of this en~agement or any such additiona3 engagement inay be embodied in one or more separate written agreements. This inde~nnification shail apply to said engagement, any such additional engagement(s) (whether written or oral) and any modification of said engagement or such add.itional en~agements{s} and shall remain in full force and e#'f'ect [ollowing the completion or termination of said engagement vr such additianal engagements. Very trnly yours, By: Title: Marion County, Oregon ~._ nGREED aND ACCEPTED: PRt1DENTI,AL SECURI"i'1~S INCORPORAT~D By: Ti#le: Mana ing Director Date: Jnl~~_4~L9~_. -6-