2005/09/14 Council Agenda Packet

lb the City of this Agreement has been duly authorized by all necessary action of the City. (2) This Agreement has been duly executed and delivered by the City and constitutes the legal, valid and binding obligation of the City enforceable against the City in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, similar laws affecting creditors' rights generally or general principles of equity. Section 5 Governing Law. This Agreement is governed by and shall be construed in accordance with the substantive laws of the State of Washington and shall be liberally construed so as to carry out the purposes hereof. Section 6 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the City, the Bank and the Authority and their successors. Section 7 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 8 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [This page intentionally short] SEA 1685103x2 4900000-605 _3