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7 Master Tax - Exempt Lease /Purchase Agreement BETWEEN Key Govemment Finance, Inc (the "Lessor") 1000 South McCaslln Blvd Su enor, CO 80027 AND Chapel Hill- Carrboro City Board of Education (the "Lessee ") 750 S Memtt Mill Rd Chapel Hill, NC 27516 -2878 Attention Mr Ray Reitz Telephone 919 - 967 -8211 DATED 19/6/2006 ARTICLE I I Of Deflnrleona The lolloveng terms will have the meanings indicated below unless the cvrlext clearly requiresopherwess 'Agent' means any agent for the Registered Owners d any to which afi or a portion of Lessor's right, boa and rrleresi in 10 and under A Properly Schedule and The Property under such Property Schedule may be assigned lot the benerd of the Registered Owners of Lease Panlcepshon Caruicates rn such Properly Schedule 'Agreement' means the Master Tax - Exempt leasoiPurchase Agreement. including alp exhibits and schedules attached hereto 'Commencement Date' is VM date when the term of a Property Schedule and Lessees obligation to pay rent thereunder commences which dale shall be set forth in the Property Sct'edrls -Event of Nenappropoaton- is defined in Section 6 06 'Event of Default' is defied In Section 4301 'Lease Parbcrpabon Ceitltaatss' means ceirtir4ales evidencing a right to receive a share of Rental Payments payable under a Property Schedule and Purchase Price Payments payable under a Property Schedule and any other rights set NO herasr with respect to the Properly under said Property Schedule 'Lease Term' means, stlh respect to a Properly Schedule. die Original Term and all Renewal Terms The Lease Term fill each Property Schedule executed hereunder shall be set forth in such Property Schedule as provided in Secoen 4 02 - Laosso- means tM efmtli idenbfiad as such in Vie first paragraph hereof, and its permitted successors and ass" Lessor' means the eahly xlentiRd as such in the first paiag aph hereof and As successors and assigns 10 -hgmal va—' mts^s tv."k tes;ech to a -rope -y Scthed+le !ha pe-od rro,n the Co— arse -em Dare uht't'he eed OF uy budget year of Lessee ,n tae--h at the CeirnmenGmenh Date "Property- means, oinwiavely Oro plopeav leasetpurchased pursuant to this Ageeemenh and vain respect to each Property Schedule the property descittied in such Properly Schedule and all repfaA41MMs repass lestoralons modifications and improvements thereof or thereto trade pursuant to Section S 01 or Arlicle Ik 'Property SchaduM' means a Property Schedule in the form attached hereto for Property Scnedum 1 Subsequent Property Schedules pursuant to Vvs Agreement shall be pumb#M4 consecu Ivo. begrnwng with Property Schedule 2 'Purchase Price' means Oil amount the' Lessee rmy in its drscrehon pay 10 Lessor to purchase fix Property under a Peoperly Schedule, as provided in Section i 101 and as set With in 0M Property Schedule 'Registered Owners- mearss the registered owners of Lease Participation Certificates in a Property Schedule as shown on the roghs'rahon books maintained by the Age-* `Renewal Terms - means the renawai reruns or a Property Schedul@, each having a durabon of one year and a warm coextensive vnpi Lessee s budget year 'Rental Payments' moans ht+e rental payments payable by Lasses under AnXIe VI Of the Agree-rent and each Properly Schedule, as silt lonh in each Property Schedule 'Rental Payments Oates' neeans the rental payments da'es son Lite Rental Payments as eel foth. to each Proper'y Set+edule 'State' means Ow stale in which Lessee is situated 'Vendor" means the rnentlactwar er Ldnlractol of the Property as well as Ore agents or dealers of the mamdaclurer or cdntrac'or from whom lessor or Lessee purchased or is purchasing all or anyponlon of the Property AR71cLs la 201 eroberly Schedules Separate Financings Each Property Schedule executed and ddlNered under this Agreement shag be treated u a separa•e fnancng distinct from other Prop @ -ty Schedules Without hineeng IM foregoing. upon One occurrence o! an Evert of Default or an Even! of Nonappro mason with respect to a Property Schedule, Lessor shall have IN ngt43 and lamed es specified herein with respect to lee Property financed and lee Rerthal Payments payable under such Property Schedule and except as expressly provedod •n Section 12,72 below. Lessor shag have no lights or terned-es 011h respecl'0 PrdpertV Chanced or Rental Pa►sounts payable under any COs' Property ScheckRs unless an Even, of Derauh or Eveed d Nonappropnatxin has also occurred under such other Propely Schedules . ARTICLE 111 301 Covenants of Lessee As of the Commencement Date for each Property Schedule executed and delwereo hereunder Lessee shall be deemed to represent, co =Ynanl antl,vanary br the banefit of Lessor ary Agent and any Registered Owners, as'dllo-vs (al Lessee •s a public body corpd-a+e and PO4ie duly organized and existing under the copwit ftwn and taws cf the Ste'e with rut pacer and aulhiprh• to erler into this Agiesneri and the Property Schedule and die bansactiors contempla'eQ +hereby and In perform at *'its obligations thereunder (bl Lessee wtJ 40 W Cause to be done a.' things necessary to preserve and keep in hug force and effect its existence as a 3ody corporale slid politic To the extern Lasses shoul0 r-18 -ge min another entry under the laws of dte Slate lessee ag•ses Nat as a condn+or to sJCh me'gw it will 'equve sac the remaining orresuhing empty shat be assigned Lessee's rights and shall assume Lessee's obligations hereunder (ci Lessee has been duly authorized to execute and delve- ws Agreement and the Property Schedule by proper action by r,a gwanir+g body of by diner appropriate ofaal at:prova• and all requirements have been met and procedures he" occurred in order to ansuie the validity and enhuceaG7hy ar this Agree hem and the Property Schedule and Lessee has complied with such pubbe bidd-n2 rsgu iernenrs as may be applicable to this Agreen"-m and the Prope-ty Sched-Ae and ire acg.asulron by Lessee of the Property lhereunier On Or pelota the CommM_tmenl Date for the Property Schedule Lessee shad Cause to be execuleo an op.11.3n Of counsel in Substantially the form attached 10 the lorm of the Ptope4y S :t•ei%Aa as Exnrb+t 2 ill Dunn; il•e Lease Term for It's Prooery Schedule the Properly thoreunder will pertcrm and watt be used by Lessee only for rte pu•pose of pelor -•rig essential gd mmenlal uses and pdbhc Ilxt: lions hwlh+n the permissible scope of Lessee s aup*(61(