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