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EXHIBIT B <br /> • ESCROW AGREEMENT <br /> THIS AGREEMENT, made and entered into as of the 1st day of <br /> September, 1992, by and between the City of Everett, Washington <br /> (the "City" ) , and <br /> Seattle, Washington (the "Refunding Trustee" ) ; <br /> WITNESSETH : <br /> WHEREAS, the City, pursuant to Ordinance No . 1433-88, passed <br /> on January 13, 1988, issued and sold its $41, 945, 000 Water and <br /> Sewer Revenue Refunding Bonds (the "1988 Bonds" ) , which Bonds are <br /> outstanding in the aggregate principal amount of $41, 945, 000; and <br /> WHEREAS, the City by Ordinance No . , passed on <br /> 1992 (the "Bond Ordinance" ) , has determined <br /> to refund the outstanding 1988 Bonds maturing on and after <br /> July 1, 1999 (the "Refunded 1988 Bonds" ) by the issuance of its <br /> Water and Sewer Revenue Refunding Bonds in the aggregate <br /> principal amount of $ (the "Refunding Bonds" ) ; and <br /> WHEREAS, the City by the Bond Ordinance has further deter- <br /> mined to finance part of the cost of certain improvements and <br /> additions to the combined water and sewer system of the City in <br /> the aggregate principal amount of $8, 000, 000 (the "Project <br /> Bonds" ) ; and <br /> WHEREAS, the City has, pursuant to the Bond Ordinance, duly <br /> and validly authorized the execution and delivery of the Refund- <br /> ing Bonds, the Project Bonds and the State Bonds in a single <br />