2006 S Finance - Equipment Installment Financing Agreement

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ARTICLE I DEFINTTIONS Section 1.01. Definitions. The following terms will have the- meanings indicated below unless the context clearly requires otherwise: "Acquisition Amount" means the amount specified in the Schedule. "Acquisition Fund "means the fund established and held by Acquisition Fund Custodian pursuant to the Acquisition Fund Agreement, if any. "Acquisition Fund Agreement" means an Acquisition Fund and Account Control Agreement, substantially in the form of Exhibit A attached hereto, in form and substance acceptable to and executed by Purchaser, Lender and Acquisition Fund Custodian, pursuant to which an Acquisition Fund is established and administered. "Acquisition Fund Custodian " means Acquisition Fund Custodian identified in any Acquisition Fund Agreement, and its successors and assigns. "Acquisition Period " means, with respect to this Agreement, that period stated in the Schedule during which the Proceeds attributable to this Agreement may be expended on Equipment Gosts. "Agreement" means this Equipment Installment Financing Agreement, including the Schedule and the other exhibits hereto, together with any amendments and modifications to the Agreement pursuant to Section 12.05. "Code " means the Internal Revenue Code of 1986, as amended. Each reference to a Section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder. "Commencement Date "means the date when Purchaser's obligation to make Installment Payments commences hereunder, which date shall be the earlier of (i) the date on which the Equipment listed in the Schedule is accepted by Purchaser in the manner described in Section 5.01, and (ii) the date on which the Acquisition Amount is deposited with Acquisition Fund Custodian. "Contract Rate "means the rate identified as such in the applicable Schedule. "Equipment" means the property listed in the Schedule and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article V. Whenever reference is made in this Agreement to Equipment, such reference shall be deemed to include all such replacements, repairs, restorations, modifications and improvements of or to such Equipment. "Equipment Costs " means the total cost of the Equipment listed in the Schedule, including all soft costs such as freight, installation and taxes paid up front by Lender and all capitalizable consulting and training fees approved by Purchaser, legal fees, financing costs, and #765698v2 (BAPCC/N Carolina Installment Purch Agmt)