2006 S Finance - Equipment Installment Financing Agreement

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Section 4.05. Event of Taxability. Upon the occurrence of an Event of Taxability, the interest component shall be at a Taxable Rate retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for federal income tax purposes, and Purchaser will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate identified in this Agreement. For purposes of this Section, "Event of Taxability" means a determination that the interest component is includible for federal income tax purposes in the gross income of the owner thereof due to Purchaser's action or failure to take any action. Section 4.06. Mandatory Prepayment. If the Acquisition Amount is deposited into an Acquisition Fund, any funds remaining in the Acquisition Fund on or after the Acquisition Period and not applied to Equipment Costs, shall be applied by Lender on the next Installment Payment date, pro rata, to the prepayment of the principal component of the outstanding Installment Payments due under the applicable Schedule. ARTICLE V ACCEPTANCE OF EQUIPMENT Section 5.01. Delivery. Installation and Acceptance of Eq~ment. (a) Purchaser shall order the Equipment, cause the Equipment to be delivered and installed at the location specified in the Schedule and pay any and all delivery and installation costs and other Equipment Costs in connection therewith. When the Equipment listed in the Schedule has been delivered and installed, Purchaser shall promptly accept such Equipment and evidence such acceptance by executing and delivering to Lender an Acceptance Certificate in the form attached hereto as Exhibit E. (b) Purchaser shall deliver to Lender original invoices and bills of sale (if title to such Equipment has passed to Purchaser) relating to each item of Equipment accepted by Purchaser. With respect to Equipment not purchased through an Acquisition Fund, Lender shall, upon receipt of an Acceptance Certificate from Purchaser, prepare a Schedule of Property and Installment Payment Schedule in the forms attached hereto as Exhibits B-1 and B-2. Purchaser shall execute and deliver such Schedules to Lender within 5 business days of receipt. Section 5.02.. Quiet ..Enjoyment of Equipment. -So long as Purchaser is not in default under this Agreement, neither Lender nor any entity claiming by, through or under Lender, shall interfere with Purchaser's quiet use and enjoyment of the Equipment during the Purchase Term. Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be relocated from the base location specified for it in the Schedule without Lender's consent, which consent shall not be unreasonably withheld. Lender shall have the right at all reasonable times during regular business hours to enter into and upon the property of Purchaser for the purpose of inspecting the Equipment. Section 5.04. Use and Maintenance of the Equipment. Purchaser will not install, use, operate, or maintain the Equipment improperly, carelessly, in violation of any applicable law or #765698v2 (BAPCC/N Carolina Installment Purch Agmt) 10