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or, under the same circumstances, failure of the County to make future inducement installments, as <br />provided for in Section 2 to this Agreement. Should the Company exercise its option to terminate this <br />Agreement, pursuant to this Section for failure by the County, the Company shall be entitled to retain all <br />funds paid to or for the benefit of the Company pursuant to this Agreement. Should the Company <br />terminate this Agreement of its unilateral choice, regardless of any of the above incidences of default, <br />the Company shall repay to the County all funds paid to or for the benefit of the Company pursuant to <br />this Agreement. Thereafter, the County shall have no further obligation to make annual inducement <br />installments. Any such termination of this Agreement by the Company shall be in writing and shall <br />meet notice requirements as set out herein. <br />B. COUNTY: The County shall have the option of terminating this Agreement upon any <br />Abandonment of Operations by the Company, without penalty to the County, which option shall be <br />executed by giving written notice to the Company. Abandonment of Operations shall be defined as a <br />period in excess of four (4) weeks during which the Company's level of Full Time Equivalent <br />Employees or Direct Investment goes below twenty percent (20%) of the guaranteed minimum levels <br />of performance commitments for either Full Time Equivalent Employees or Direct Investment as <br />reflected in Section 1 above. Notwithstanding the foregoing, if the aforesaid decline in the number of <br />full time equivalent employees or the Company's failure to make the required direct investments is <br />attributable to an overall national economic decline (as such may be recognized by the United States <br />Bureau of Labor Statistics), this shall not be deemed an abandonment of operations entitling the County <br />to terminate this Agreement, and the Company shall not be deemed in default. In such event, the <br />Company's and the County's obligations shall be suspended for one year and resume thereafter. If <br />after one year the aforesaid decline continues the County may declare an Abandonment of <br />Operations and proceed as set forth herein. <br />C. NATURAL: In any event, the above terms notwithstanding, this Agreement shall terminate upon <br />the 31 S` day of January of the year in which the final financial inducement installment is made. <br />11. LIMITATION OF COUNTY'S OBLIGATION <br />NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED <br />AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE COUNTY WITHIN THE <br />MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. NO PROVISION OF THIS <br />AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS DELEGATING <br />GOVERNMENTAL POWERS NOR AS A DONATION OR A LENDING OF THE CREDIT OF <br />THE COUNTY WITHIN THE MEANING OF THE STATE CONSTITUTION. THIS <br />AGREEMENT SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY <br />OBLIGATE THE COUNTY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED IN <br />THE COUNTY'S SOLE DISCRETION FOR ANY FISCAL YEAR IN WHICH THIS <br />AGREEMENT SHALL BE IN EFFECT. NO PROVISION OF <br />THIS AGREEMENT SHALL BE CONSTRUED TO PLEDGE OR TO CREATE A LIEN <br />ON ANY CLASS OR SOURCE OF THE COUNTY'S MONEYS, NOR SHALL ANY PROVISION <br />OF THE AGREEMENT RESTRICT TO ANY EXTENT PROHIBITED BY LAW, ANY <br />ACTION OR RIGHT OF ACTION ON THE PART OF ANY FUTURE COUNTY GOVERNING <br />BODY. TO THE EXTENT OF ANY CONFLICT BETWEEN THIS ARTICLE AND ANY <br />OTHER PROVISION OF THIS AGREEMENT, THIS ARTICLE SHALL TAKE PRIORITY. <br />12. LIABILITY OF PUBLIC OFFICERS <br />Page 5 of 8 <br />