Credit Enhancement Agreement

section 3.6. calculation of retained tax increment. the city and the developer shall maintain records which are adequate to calculate the retained tax increment, the developer share and the city share and shall cooperate with each other in making such calculations. annually, within 30 days of mailing of the city's tax bill, the city shall calculate and submit to developer its calculations of the amount of retained tax increment and the developer share and city share thereof for that year. if the developer does not object to such calculations within 30 days of receipt thereof, the calculations shall be final and binding on all parties. if there is a dispute as to the calculations and the parties are unable to agree, the dispute shall be determined in the manner provided in section 8.13 hereof.

section 3.7. revaluation. in the event there is a city-wide revaluation of taxable property within the city, the original assessed value shall be increased in proportion to the city-wide increase in property values resulting from such revaluation.

article iv

pledge and security interest

section 4.1. pledge of project cost account. in consideration of this agreement and other valuable consideration and for the purpose of securing payment of the amounts provided for hereunder to the developer by the city, according to the terms and conditions contained herein, and in order to secure the performance and observance of all of the city's covenants and agreements contained herein, the city does hereby grant a security interest in and pledge to the developer the developer subaccount and all sums of money and other securities and investments therein. this pledge and the provisions of section 2.4 hereof shall not apply to any interest and earnings on the project cost account, including the developer subaccount thereof, all of which shall be the absolute property of the city, free and clear of any interest of the developer.

section 4.2. perfection of interest. the city shall cooperate with the developer in causing appropriate financing statements and continuation statements naming the developer as pledgee of all such amounts from time to time on deposit in the developer subaccount of the project cost account to be duly filed and recorded in the appropriate state offices as required by and permitted under the provisions of the _________(address) uniform commercial code or other similar law as adopted in the state of _________(address) and any other applicable jurisdiction, as from time to time amended, in order to perfect and maintain the security interests created hereunder. to the extent reasonably deemed necessary by the developer, the city will at such time and from time to time as requested by developer establish the developer subaccount of the project cost account fund described in section 2.3(b)(i) hereof as a segregated fund under the control of an escrow agent, trustee or other fiduciary so as to perfect developer's interest therein on terms reasonably satisfactory to the city.