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pay all costs of issuing the COPs including, but not limited to, legal fees of its counsel and bond ~~`'" counsel; rating agency and credit enhancement fees; the cost of appraisals, and financial advisors; cost of printing and distributing the Preliminary and Final Official Statements; expenses of publication, advertising and informational materials and meetings, fiscal agent, bond trustee and registrar fees, as applicable and other similar issuance expenses. 7. Compensation - PSI will be compensated for its services, including its expenses, from the proceeds of the COPs, or some other source, with payment contingent upon the successful sale and delivery of the COPs. The actual fee will be a percentage of the aggregate principal amount of the COPs (the "Fee"). Pursuant to our proposal to serve as the County's underwriter, the expected and maximum fee would range from $5.90 to $6.68 per $1,000 par value of COPs. The Compensation and Expenses set forth herein are based on the assumption that the COPs will carry credit enhancement in the form of bond insurance. 8. Term of the Agreement - This Agreement will commence upon execution by both parties and continue in full force and effect until the Project financing is complete or until the Borrower formally abandons the Project, unless previously terminated by PSI, by providing written notice to the Borrower of such termination 30 days in advance of its taking effect. 9. Indemnification - The Borrower agrees to indemnify PSI as set forth in a separate letter agreement between the parties, dated the date hereof and annexed as Appendix "A". 10. Notices - All notices provided for under this Agreement must be delivered personally or sent by registered or certified mail, postage prepaid to the following: To PSI: John C. Moore To Borrower Managing Director Prudential Securities Inc. 1201 Third Avenue, Suite 5350 Seattle, Washington 98101 Mr. Billy Wasson Courthouse Square Coardinator Marion County 4040 Aumsville Highway S.E. Salem, Oregon 97301 11. Modification - This Agreement cannot be changed or modified except in writing, consented to by both parties. 12. Governing Law - This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law. 13. Severability - The illegality or invalidity of any term or clause of this Agreement shall not affect the validity of the remainder of the Agreement, and the Agreement shall remain in full force and -3- ~i. Prudential Securities