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(A) self-help, rights of set off, or the right to possession of the real or personal property or collection of rental or other income without appointment of a receiver or the rights of, procedural requirements for, or powers of, a receiver; (B) provisions related to the waiver of rights, remedies and defenses; (C) any reservation of the right to pursue inconsistent or cumulative remedies; (D) any "due on sale" clause to the extent enforcement is not mandated by applicable federal law and the security for the payment and performance by the County of its obligations under the Agreement would not be impaired; (E) any "due on encumbrance" clause in any circumstance where the security for the payment and performance by the County of its obligations under the Agreement would not be impaired; (F) provisions far payment or reimbursement of costs and expenses or indemnification for claims, losses or liabilities (including without limitation attorney fees) in excess of statutory limits or an amount determined to be reasonable by any court or other tribunal, and any provision for attorney fees other than to the prevailing party; and (G) provisions that purport to establish or maintain priority of a lien, except to the extent such provisions may be enforced against the County in an action for money damages. Furthermore, we express no opinion as to the investment quality of the 1998 Certificates, the adequacy of the security for the 1998 Certificates, or the accuracy, completeness or sufficiency of the Official Statement pertaining to the 1998 Certificates or other offering material relating to the 1998 Certificates. In addition to the tax consequences resulting from an investment in the 1998 Certificates as described above, other federal, state and local tax consequences may result from an investment in the 1998 Certificates, as to which other tax consequences we express no opinion. STOEL RIVES LLP By: -~~. ~. -~~~ BOND COUNSEL OPINION PAGE 4