Credit Enhancement Agreement

(e) the developer (and its successors and assigns, as owners of property in the district) shall pay to the city, when due, all property taxes and assessments with respect to property of the developer in the aaa. if such property taxes and assessments are not paid when due, the city may withhold and suspend all payments under this agreement until such property taxes and assessments and all interest thereon and other costs relating thereto are paid in full. in addition, if the developer institutes any tax abatement proceeding with respect to any property in the district, the city may withhold and suspend all payments of the developer share of the tax increment with respect to the items of property subject to the abatement proceeding, and shall deposit the withheld amount into a separate interest bearing escrow account. upon final action and completion of such abatement proceeding, the proper amount (based on the results of the abatement proceedings plus an allocable share of the interest accrued thereon) held in escrow account shall be paid to the developer.

(f) developer covenants and agrees that (i) in the event any part of the property now or hereafter located in the district should be valued at less than its full value or is now exempt from payment of property tax for any reason or for any reason hereafter becomes exempt from payment of property tax, including, but not limited to, any portion of the land level facility being located on submerged land or if any of the property is now or hereafter leased by developer from any person or entity including, without limitation, any submerged or intertidal lands lease from the state of _________(address) and any lease from any private land owner or (ii) in the event that title to any property in the district is hereafter transferred to any entity exempt from the payment of property taxes, including, without limitation, the state of _________(address) or any agency or authority thereof, or (iii) in the event that any submerged lands lease expires or is transferred to another party, then developer, its successors and assigns, as owner, lessee or user of real estate in the district and as a covenant running with the land shall be obligated to pay to the city each year during and after the expiration or termination of this agreement, an amount equal to (a) 100% of the property taxes that would be assessed by the city on such property, as if and under the assumption that all such property were fully taxable and owned in fee by developer and not exempt from property taxes less (b) solely during the twenty-five (25) year term of this agreement, the portion of the amounts described in the preceding clause (a) that would have been payable to the developer, or its successors and assigns, under section 3.1(a) if such property were taxable. the covenants in this paragraph shall survive expiration or termination of this agreement. notwithstanding the foregoing, the provisions of this paragraph 3.1(f) shall not apply to property taken by eminent domain or conveyed to any governmental entity under a bona fide threat of condemnation, except for such period of time, if any, as developer, its successors or assigns, continues to operate any business on the property following such condemnation or deed in lieu of condemnation.