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g <br />Master Tax -Exempt Installment Purchase Agreement <br />Between, U.S. Bancorp Government Leasing and Finance, Inc. (the "Seller") <br />13010 SW 68th Parkway, Suite 100 <br />Portland, OR 97223 <br />And: City of Everett (the "Purchaser") <br />2930 Wetmore Ave <br />Everett, Washington 98201 <br />Attention: Susy Haugen, Finance Manager - Treasurer <br />Telephone: 425-257-8612 <br />Dated: August 07, 2015 <br />ARTICLE I <br />DEFINITIONS <br />The following terms will have the meanings indicated below unless the context clearly requires otherwise: <br />"Agreement" means this Master Tax -Exempt Installment Purchase Agreement, including all exhibits and schedules attached hereto. <br />"Code" is defined in Section 3.01(f). <br />"Commencement Date" is the date when the term of a Property Schedule and Purchaser's obligation to pay Installment Payments thereunder <br />commences, which date shall be set forth in such Property Schedule. <br />"Event of Default" is defined in Section 13.01. <br />"Installment Payments" means the installment payments payable by Purchaser under Article VI of this Agreement and each Property Schedule, as <br />set forth in each Property Schedule. <br />"Installment Payment Dates" means the Installment Payment dates for the Installment Payments as set forth in each Property Schedule. <br />"Property" means, collectively, the property purchased pursuant to this Agreement, and with respect to each Property Schedule, the property <br />described in such Property Schedule, and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to <br />Section 8.01 or Article IX. <br />"Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to <br />this Agreement shall be numbered consecutively, beginning with Property Schedule 2. <br />"Purchaser" means the entity identified as such in the first paragraph hereof, and its permitted successors and assigns. <br />"Seller" means the entity identified as such in the first paragraph hereof, and its successors and assigns. <br />"State" means the state where Purchaser is located. <br />"Term" means, with respect to a Property Schedule, the Term set forth in such Property Schedule. <br />"Vendor" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Seller or <br />Purchaser arranged for the purchase of all or any portion of the Property. <br />ARTICLE it <br />2.01 Propertv Schedules Separate Financings. Each Property Schedule executed and delivered under this Agreement shall be a separate <br />financing, distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default with respect to a Property <br />Schedule, Seller shall have the rights and remedies specified herein with respect to the Property financed and the Installment Payments payable under <br />such Property Schedule, and except as expressly provided in Section 12.02 below, Seller shall have no rights or remedies with respect to Property <br />financed or Installment Payments payable under any other Property Schedules unless an Event of Default has also occurred under such other Property <br />Schedules. <br />59 <br />