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which banks are authorized to remain closed, then payment of <br /> interest or principal or prepayment price need not be made on such <br /> date but may be made on the next succeeding business day with the <br /> same force and effect as if made on the date of maturity or the <br /> date fixed for prepayment, and no interest on such payment shall <br /> accrue for the period after such date. <br /> Section 11. 11. Applicable Law. This Agreement shall be <br /> governed by and construed in accordance with the laws of the State <br /> of Washington. <br /> IN WITNESS WHEREOF, the parties have executed this Agreement <br /> as of the day and year first above written. <br /> , as <br /> Underwriter <br /> By <br /> Title: <br /> SECURITY PACIFIC BANK <br /> WASHINGTON, N.A. , as Trustee <br /> By <br /> Trust Officer <br /> FORM OF APPROVAL BY CITY <br /> The City of Everett (the "City") hereby acknowledges that its <br /> obligations under the Lease have been assigned to the Trustee. The <br /> City hereby acknowledges and consents to the terms of this <br /> Agreement and its rights and obligations thereunder. The City <br /> hereby represents, warrants and certifies to the Trustee and the <br /> Underwriter, or their designees, that Exhibits A and B contains <br /> true and correct copies of the Lease, Ground Lease and all <br /> amendments or supplements, if any, thereto, that no prepayments <br /> have been made on the Lease and that the City's obligations under <br /> C-33 KR173 92/01/27 <br />