Credit Enhancement Agreement

section 7.2. pledge, assignment or security interest. the city hereby consents to the pledge, assignment or granting of a security interest by the developer of its right, title and interest in, to and under this agreement as collateral for financing of the project. the city agrees to execute and deliver any assignments, pledge assignments, consents or other confirmations on terms reasonably satisfactory to the city required by the prospective pledgee or assignee, including without limitation recognition of the pledgee or assignee as the holder of all right, title and interest herein and as the payee of amounts due and payable hereunder and any and all such other documentation as shall confirm to such pledge or assignee the position of such assignee or pledgee and the irrevocable and binding nature of this agreement and provide to the pledgee or assignee such rights and/or remedies as the parties may reasonably deem necessary for the establishing, perfection and protection of its interest herein.

section 7.3. assignment. except to the extent provided in section 7.1 and section 7.2, the developer shall not have the right to transfer and assign all or any portion of its rights in, to and under this agreement, except to the owners of the property in the district and this agreement shall run with the land and bind and inure to the benefit of such owners, their successors and assigns.

article xiii

miscellaneous

section 8.1. successors. in the event of the dissolution of the city or the developer, the covenants, stipulations, promises and agreements set forth herein, by or on behalf of or for the benefit of such party shall bind or inure to the benefit of the successors and assigns thereof time to time and any entity, officer, board, commission, agency or instrumentality to whom or to which any power or duty of such party shall be transferred.

section 8.2. parties in interest. except as herein otherwise specifically provided, nothing in this agreement expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the city and the developer any right, remedy or claim under or by the reason of this agreement, it being intended that this agreement shall be for the sole and exclusive benefit of the city and the developer.

section 8.3. severability. in case any one or more of the provisions of this agreement shall, for any reason, be held to be illegal and invalid, such illegality or invalidity shall not affect any other provision of this agreement and this agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein.