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Company terminate this Agreement for any reason other than the default by the County to <br /> provide for any inducement installment to the Company, the Company shall repay to the <br /> County all funds paid to or for the benefit of the Company pursuant to this Agreement. <br /> Thereafter,the County shall have no further obligation to make inducement installments <br /> annually or otherwise. Any such termination of this Agreement by the Company shall be in <br /> writing and shall 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 <br /> shall be executed by giving written notice to the Company. Abandonment of Operations shall <br /> be defined as a period in excess of eight (8) weeks during which the Company's level of Full <br /> Time Equivalent Employees or Direct Investment goes below thirty percent(30%) of the <br /> guaranteed minimum levels of performance commitments for either Full Time Equivalent <br /> Employees or Direct Investment as reflected in Section 2 above. Notwithstanding the foregoing, <br /> if the aforesaid decline in the number of full time equivalent employees or the Company's <br /> failure to make the required direct investments is attributable to an overall national economic <br /> decline (as such may be recognized by the United States Bureau of Labor Statistics),this shall <br /> not be deemed an abandonment of operations entitling the County to terminate this Agreement, <br /> and the Company shall not be deemed in default. In such event, the Company's and the <br /> County's obligations shall be suspended for one year and resume thereafter. If after one year <br /> the aforesaid decline continues the County may declare an Abandonment of Operations and <br /> proceed as set forth herein. <br /> C. NATURAL: In any event, the above terms notwithstanding, this Agreement shall <br /> terminate upon the 31'day of January of the year in which the final financial inducement <br /> installment is made. <br /> 12. 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 <br /> THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION. NO PROVISION <br /> OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS DELEGATING <br /> GOVERNMENTAL POWERS NOR AS A DONATION OR A LENDING OF THE CREDIT <br /> OF 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 <br /> APPROPRIATED IN THE COUNTY'S SOLE DISCRETION FOR ANY FISCAL YEAR <br /> IN WHICH THIS AGREEMENT SHALL BE IN EFFECT. NO PROVISION OF THIS <br /> 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 <br /> PROVISION OF THE AGREEMENT RESTRICT TO ANY EXTENT PROHIBITED BY <br /> LAW, ANY ACTION OR RIGHT OF ACTION ON THE PART OF ANY FUTURE <br /> COUNTY GOVERNING BODY. TO THE EXTENT OF ANY CONFLICT BETWEEN <br /> THIS ARTICLE AND ANY OTHER PROVISION OF THIS AGREEMENT, THIS <br /> ARTICLE SHALL TAKE PRIORITY. <br /> 13. LIABILITY OF PUBLIC OFFICERS <br /> 2054461.2 <br /> 21896-200 Page 8 of 12 <br />