2006 S Finance - Equipment Installment Financing Agreement

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in a manner contrary to that contemplated by this Agreement. Purchaser shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Purchaser agrees to comply in all respects with all applicable laws, regulations and rulings of any legislative, executive, administrative, or judicial body; provided that Purchaser may contest in good faith the validity or application of any such law, regulation or ruling in any reasonable manner that does not, in the opinion of Lender, adversely affect the interest (including the reversionary interest) of Lender in and to the Equipment or its interest or rights under this Agreement. Purchaser agrees that it will maintain, preserve, and keep the Equipment in good repair and working order, in a condition comparable to that recommended by the manufacturer. In all cases, Purchaser agrees ~ to pay any costs' necessary for the manufactures' to re-certify the Equipment as eligible for manufacturer's maintenance upon the return of or foreclosure upon the Equipment to Lender as provided for herein. Purchaser shall not alter any item of Equipment or install any accessory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, accessories, equipment and devices furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the security interest of Lender. ARTICLE VI SECURITY INTEREST IN EQUIPMENT Section 6.01. Title to the Equipment. During the Purchase Term, and so long as Purchaser is not in default under Article XI hereof, all right, title and interest in and to each item of the Equipment shall be vested in Purchaser immediately upon its acceptance of each item of Equipment, subject to the terms and conditions of this Agreement. Purchaser shall at all times protect and defend, at its own cost and expense, its title in and to the Equipment from and against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, liens and processes other than the security interest granted under this Agreement. Upon the occurrence of an Event of Default or upon termination of this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall pass to Lender, and Purchaser shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Purchaser shall execute and deliver to Lender such documents as Lender may request to evidence the passage of such legal title to Lender and the ~termiriation of Purchaser's interest therein, and upon request by I;ender' shall deliver possession of the Equipment to Lender in accordance with Section 11.02. Upon final payment of any Installment Payments or prepayment thereof pursuant to Section 4.01(b), Lender's security interest or other interest in the related Equipment shall terminate, and Lender shall execute and deliver to Purchaser such documents as Purchaser may request to evidence the termination of Lender's security interest in-the Equipment. Section 6.02. Security Interest. To secure the payment of all of Purchaser's obligations under this Agreement, Purchaser grants to Lender a security interest constituting a first lien on (a) the Equipment and in any and all additions, accessions, repairs, replacements, substitutions, and modifications to such Equipment, (b) moneys and investments held from time to time in the #765698v2 (BAPCC/N Carolina Installment Purch Agmt) 11