Credit Enhancement Agreement

(e) except as otherwise provided herein, all approvals, consents and acceptances required to be given or made pursuant to this agreement by any signatory hereto shall not be withheld unreasonably, provided, that this paragraph shall not apply to approvals, consents and acceptances under applicable laws, ordinances and codes, including, without limitation, land use ordinances.

(f) all notices to be given hereunder shall be given in writing and, unless a certain number of days is specified, within a reasonable time.

(g) if any clause, provision or section of this agreement shall be ruled invalid by any court of competent jurisdiction, the invalidity of such clause, provision or section shall not affect any of the remaining provisions hereof except as otherwise provided in section 3.4 hereof.

section 1.3. development program. neither this agreement nor the development program obligate the developer to construct the land level facility or to make any other improvements to its facility.

section 1.4. completion. the developer shall have completed as much of the development program as will qualify for financial assistance hereunder within five (5) years after the effective date. if none of the development program is completed within five (5) years after the effective date, then this agreement (except section 1.5 pertaining to costs) and the district shall terminate at the end of five (5) years after the effective date. notwithstanding any other provision hereof, no payments shall be made or be payable by the city to the developer under this agreement unless such payments are used to pay or reimburse the developer for project costs incurred within five (5) years of the effective date pursuant to proper documentation thereof provided by the developer pursuant to section 3.1(d) hereof.

section 1.5. city costs. the developer shall pay or reimburse the city for all reasonable fees, expenses and other charges of the city and its consultants, including the city's attorneys, accountants and overtime of the city's appraiser, tax assessor and other city staff, in connection with the review, negotiation, approval, execution, administration, enforcement and carrying out of this agreement and the review, negotiation, approval, administration, enforcement and carrying out of the development program. notwithstanding any of the provision of this agreement, this section shall survive any termination of this agreement.

section 1.6. agreement controls. in the event of any inconsistency between this agreement and the development program, the terms and provisions of this agreement shall take precedence, to the extent permitted by law, over the inconsistent provisions of the development program.