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Section 2.03. Nature of City's Obligation. The obligation of the City to make <br /> payments to the District or its assignee in the amounts, at the times and in the manner <br /> described herein shall be absolute and unconditional, and shall not be subject to <br /> diminution by setoff, counterclaim, abatement or otherwise. The full faith, credit and <br /> resources of the City are pledged irrevocably for the payment to the District or its <br /> assignee of the amounts described herein. <br /> Section 2.04. Termination of City's Obligation. The obligations of the City <br /> hereunder shall terminate upon payment in full of the principal of and interest on all <br /> outstanding Bonds, including any Bank Bonds. <br /> ARTICLE III <br /> Assignment; City Consent' <br /> Section 3.01. Assignment. The rights of the District hereunder may not be <br /> assigned without the prior written consent of the City. <br /> Section 3.02. City Consent. The City consents to the absolute assignment by the <br /> District of its rights under this undertaking to the Bank. <br /> ARTICLE IV <br /> Miscellaneous <br /> Section 4.01. Governing Law; Venue. This undertaking is governed by and shall <br /> be construed in accordance with the substantive laws of the State of Washington and shall <br /> he liberally construed so as to carry out the purposes hereof. Except as otherwise <br /> required by applicable law, any action under this agreement shall be brought in the <br /> Superior Court of the State of Washington in and for Snohomish County. <br /> Section 4.02. Notices. Except as otherwise provided herein, all notices or other <br /> communications required hereunder shall be in writing and shall be sufficiently given if <br /> addressed and mailed to the City by first-class, certified or registered mail, postage <br /> prepaid and return receipt requested, as follows: <br /> CITY OF EVERETT <br /> Chief Financial Officer—Executive Director <br /> Finance Department <br /> 2930 Wetmore Ave. <br /> Suite 10 B <br /> Everett, WA 98201 <br /> The City may, by notice given hereunder to the District or its assignee, designate <br /> any further or different addresses to which subsequent notices, certificates, requests or <br /> other communications shall be sent. <br /> Exhibit"A"to Authorizing Resolution 2 <br />