Everett Public Facilities District 8/23/2018

Qualified Letter of Credit means any irrevocable letter of credit issued by a financial institution for the account of the District on behalf of registered owners of the 2018 Bonds, which institution maintains an office, agency or branch in the United States and as of the time of issuance of such letter of credit, is currently rated in one of the two highest Rating Categories by any Rating Agency. Rating Agency means Moody's, S&P or Fitch. Rating Category means the generic rating categories of the Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. Repayment Deficiency Loan means the amount of any deficiency in a required payment of debt service on the 2014 PFD Refunding Bonds repayable as provided in Article III of this Agreement. Required Monthly Deposit - Interest means an amount equal to one-sixth (1/6) of the interest on the 2018 Bonds coming due on the upcoming Interest Payment Date, provided, however, that if the first Interest Payment Date occurs earlier than six (6) months following the date of issuance of the 2018 Bonds, the amount of Required Monthly Deposit— Interest shall be adjusted so that an equal monthly deposit shall be made in each month prior to the first Interest Payment Date. Required Monthly Deposit — Principal means an amount equal to one-twelfth (1/12) of the principal of the 2018 Bonds maturing or subject to mandatory redemption on the upcoming Principal Payment Date Scoreboard Loan means the sum of Six Hundred Sixty Five Thousand Dollars ($665,000.00) advanced by the City to the District pursuant to the 2015 Scoreboard Interlocal Agreement. S&P means S&P Global Ratings, a division of Standard & Poor's Financial Services LLC, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized securities rating agency (other than Moody's and Fitch) designated by the Treasurer. Taxes mean (i) the sales and use tax imposed by the District pursuant to RCW 82.14.390, and received by the District pursuant to the Agreement for State Administration of Public Facilities District Tax, Contract No. AGRO1013, effective June 1, 2001, between the District and the State of Washington Department of Revenue, together with any and all permitted modifications, alterations, amendments and supplements thereto; (ii)the admissions tax imposed by the District pursuant to RCW 35.57.100 and received by the District; and (iii) any other tax that the District may hereafter levy which are legally available to repay the 2014 PFD Refunding Bonds,the 2018 Bonds and any Additional Bonds. -6- 501534419 v3