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LINE OF CREDIT INSTRUMENT MORTGAGE, SECURITY ASSIGNMENT, AND ASSIGNMENT OF LEASES AND RENTS DATED: December 1, 1998 FROM: Marion County, Oregon Franklin Building 220 High Street NE Salem, OR 97301 TO: [Trustee] [address] This Mortgage is executed and delivered as of December 1, 1998. MORTGAGOR MORTGAGEE Mortgagor is the owner of a percent (_%) undivided interest fee interest in the real property described in Exhibit A attached hereto located in Marion County, Oregon (the "Property"). The Mortgagor and the Salem Area Mass Transit District (the "Transit District") own the Property as tenants in common, with the Mortgagor owning a_% undivided interest therein and the Transit District owning a_% undivided interest therein. Under the Financing and Trust Agreement dated as of December 1, 1998 between Mortgagor and Mortgagee (the "Agreement"), the Mortgagor will initially borrow the sum of $AA,000,000.00, said amount being the proceeds received by Mortgagee from the sale of the 1998 Certificates, as defined in the Agreement (the "1998 Loan"). In addition, under the Agreement, from time to time the Mortgagor may borrow additional sums, such additional borrowings being the proceeds received by the Mortgagee from the sale of one or more series of Additional Certificates, as defined in the Agreement (the "Additional Loans"). Such amounts will be repayable with interest according to the terms of the Agreement. The final payment of principal and interest on the 1998 Loan will be due on . The final payment of principal and interest on any Additional Loan will be due on such dates as may be set forth in an appropriate supplement to the Agreement pursuant to which such Additional Loan is made. The term "Indebtedness" as used in this Mortgage shall mean (1) the 1998 Financing Payments (as defined in the Agreement) required to be made by the Mortgagor in respect of the 1998 Certificates and the 1998 Loan pursuant to and subject to the limitations set forth in the Agreement; and (2) the Financing Payments relating to any series of Additional Certificates, MORTGAGE PAGE 1