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Appendix C CONTINUING DISCLOSURE CERTIFICATE S22,oo0,000 CERTIFICATES OF PARTICIPATION (COURTHOUSE SQUARE PROJECT) 1998 SERIES A Evidencing Direct, Fractional Undivided Interests in the 1998 Financing Payments to be made under a Financing and Trust Agreement by MARION COUNTY, OREGON This Continuing Disclosure Certificate (the "Certificate"), dated as of December 1, 1998 is executed and delivered by Marion County, Oregon (the "County") in connection with the issuance of the County's $22,000,000 aggregate principal amount of Certificates of Participation (Courthouse Square Project) 1998 Series A(the "1998 Certificates") evidencing direct, fractional undivided interests of the Owners thereof in the 1998 Financing Payments to be made by the County under the Financing and Trust Agreement (the "Agreement") dated as of December 1, 1998 between the County and , as trustee (the Trustee). Section 1. Purpose of Certificate. This Certificate is being executed and delivered by the County far the benefit of the holders of the 1998 Certificates and to assist the underwriter(s) of the 1998 Certificates in complying with paragraph (b)(5) of Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12) (the "Rule"). This Certificate constitutes the County's written undertaking for the benefit of the owners of the 1998 Ceriificates as required by Section (b)(5) of the Rule. Section 2. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for purposes of this Certificate, have the meanings herein specified. "Beneficial Owner" means any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any 1998 Certificates, including persons holding 1998 Certificates through nominees or depositories. "Commission" means the Securities and Exchange Commission. , "MSRB" means the Municipal Securities Rulemaking Board or any successor to its functions. "NRMSIR" means a nationally recognized municipal securities information repository. dated "Official Statement" means the final official statement for the 1998 Certificates "Rule" means the Commission's Rule 15c2-12 under the Securities and Exchange Act of 1934, as the same may be amended from time to time. "SID" means a state information depository for the State of Oregon (if one is v~ created).