Credit Enhancement Agreement

section 8.4. no personal liability of officials of the city. no covenant, stipulation, obligation or agreement of the city contained herein shall be deemed to be a covenant, stipulation or obligation of any present or future elected or appointed official, officer, agent, servant or employee of the city in his individual capacity and neither the members of the city council of the city nor any official, officer, employee or agent of the city shall be liable personally with respect to this agreement or be subject to any personal liability or accountability by reason hereof.

section 8.5. counterparts. this agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same agreement.

section 8.6. governing law. the laws of the state of _________(address) shall govern the construction and enforcement of this agreement.

section 8.7. notices. all notices, certificates, requests, requisitions or other communication by the city or the developer pursuant to this agreement shall be in writing and shall be sufficiently given and shall be deemed given when mailed by first class mail, postage prepaid, addressed as follows:

if to the city:

city manager

address: _________

if to the developer:

bbb corporation

address: _________

either of the parties may, by notice given to the other, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent hereunder.

section 8.8. amendments. this agreement may be amended only with the concurring written consent of both of the parties hereto.

section 8.9. net agreement. subject only to the provisions of sections 3.1, 3.4, 3.5 and 5.2 hereof, this agreement shall be deemed and construed to be a 'net agreement,' and the city shall pay absolutely net during the term hereof all payments required hereunder, free of any deductions, and without abatement, deductions or setoffs.

section 8.10. benefit of assignees or pledgees. the city agrees that this agreement is executed in part to assist the developer in obtaining financing for the project and accordingly all covenants and agreements on the part of the city as to the amounts payable hereunder are hereby declared to be for the benefit of any such assignee or pledgee from time to time of the developer's right, title and interest herein.

section 8.11. integration. this agreement completely and fully supersedes all other prior or contemporaneous understandings or agreements, both written and oral, between the city and the developer relating to the specific subject matter of this agreement and the transactions contemplated hereby.