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EXHIBIT B <br />[Form ofj <br />UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE <br />City of Everett, Washington <br />Limited Tax General Obligation Bonds, 2025[_] <br />The City of Everett, Washington (the "City"), makes the following written Undertaking for <br />the benefit of holders of the above -referenced bonds (the "Bonds"), for the sole purpose of assisting <br />the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c242, as applicable to a <br />participating underwriter for the Bonds. Capitalized terms used but not defined below shall have the <br />meanings given in Ordinance No. of the City (the "Bond Ordinance"). <br />(a) Undertaking to Provide Annual Financial Information and Notice of Listed Events. <br />The City undertakes to provide or cause to be provided, either directly or through a designated agent, <br />to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by identifying <br />information as prescribed by the MSRB: <br />(i) Annual financial information and operating data of the type included in the <br />final official statement for the Bonds and described in paragraph (b) ("annual financial <br />information"). The timely filing of unaudited financial statements shall satisfy the <br />requirements and filing deadlines pertaining to the filing of annual financial statements under <br />subsection (b), provided that audited financial statements are to be filed if and when they are <br />otherwise prepared and available to the City. <br />(ii) Timely notice (not in excess of 10 business days after the occurrence of the <br />event) of the occurrence of any of the following events with respect to the Bonds: (1) <br />principal and interest payment delinquencies; (2) non-payment related defaults, if material, <br />(3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) <br />unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of <br />credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance <br />by the Internal Revenue Service of proposed or final determinations of taxability, Notice of <br />Proposed Issue (IRS Form 5701 — TEB) or other material notices or determinations with <br />respect to the tax status of the Bonds, or other material events affecting the tax status of the <br />Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) bond calls (other <br />than scheduled mandatory redemptions of Term Bonds), if material, and tender offers; (9) <br />defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, <br />if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of <br />the City, as such "Bankruptcy Events" are defined in Rule 15c2-12; (13) the consummation <br />of a merger, consolidation, or acquisition involving the City or the sale of all or substantially <br />all of the assets of the City other than in the ordinary course of business, the entry into a <br />definitive agreement to undertake such an action or the termination of a definitive agreement <br />relating to any such actions, other than pursuant to its terms, if material; (14) appointment of <br />a successor or additional trustee or the change of name of a trustee, if material; (15) <br />incurrence of a financial obligation of the City, if material, or agreement to covenants, events <br />of default, remedies, priority rights, or other similar terms of a financial obligation of the <br />City, any of which affect holders of the Bonds, if material; and (16) any default, event of <br />acceleration, termination event, modification of terms, or other similar event under the terms <br />of a financial obligation of the City, any of which reflect financial difficulties. <br />NG-U9ZQV MF2/4929- 15 16-5708v5/200676-0007 <br />