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that: (a) The Trustee is a duly organized and existing national banking association, is authorized to conduct a trust business in the State of Oregon and has the full power and authority to enter into and perform its duties under the ~eeex~e~Agreement. (b) The Trustee has, and at the date of Closing will have, full legal right, power~ and authority to execute and deliver this Agreement and to execute the 1998 Certificatesl and to carry out and consummate all transactions contemplated by the Agreement and by proper corporate action has duly authorized the execution and delivery of the Agreement and the 1998 Certificates. ~ (c) The officers of the Trustee executing the Agreement and the 1998 Certificates are and will be, at the time each such document is executed and delivered thereby on behalf of the Trustee, duly appointed and acting officers of the Trustee with full power and authority to execute and deliver the same for and on behalf of the Trustee. (d) The Agreement and the 1998 Certificates, when executed and delivered by I the Trustee on the date of Closing, will constitute the legal, valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other laws limiting or otherwise affecting the enforcement of creditors' rights generally and by the application of equitable principles, regazdless of whether such enforceability is considered in a proceeding in equity or at law; it being expressly understood that the Trustee has no obligation to pay the amounts evidenced by the 1998 Certificates except to the extent and out of the I Financing Payments received by the Trustee from the County under the Agreement. (e) The execution and delivery on the date of Closing of the Agreement and the 1998 Certificates, the consummation of the transactions herein and therein contemplated, I and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under the articles of incorporation of the Trustee, its bylaws or any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or, to the knowledge of the Trustee, any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Trustee is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Trustee, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Agreement. ( fl No consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except in connection with Blue Sky proceedings) is necessary insofar as the Trustee's actions are concerned in connection with the execution and delivery of the Agreement or the 1998 Certificates, ar the consuinmation I of any transaction herein or therein contemplated, except as have been obtained or made ~, and as are in full force and effect. - 1 2- J~1KE1\Pru-BacheVvlarion County\BPA.doc