2006 S Finance - Equipment Installment Financing Agreement

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amounts in the Acquisition Fund are insufficient to pay such amounts, Purchaser shall provide any balance of the funds needed to complete the acquisition of the Equipment. Any moneys remaining in the Acquisition Fund after twelve (12) months from the date hereof (the "Acquisition Period's shall be applied as provided in Section 4 hereof. (d) The Acquisition Fund shall be terminated at the earliest of (i) the final distribution of amounts in the Acquisition Fund or (ii) written notice given by Lender of the occurrence of a default or termination of the Purchase Agreement due to non-appropriation. (e) Acquisition Fund Custodian may act in reliance upon any writing or instrument or signature which. it, in good faith, believes to be genuine and may assume the validity and 'accuracy of any statement' or 'assertion contained in-such a-writing or instrument. Acquisition Fund Custodian shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys; instruments or other documents received by it as Acquisition Fund Custodian, and for the disposition of the same in accordance herewith. (f) Unless Acquisition Fund Custodian is guilty of gross negligence or willful misconduct with regard to its duties hereunder, to the extent permitted by applicable law, Purchaser agrees to and does hereby release and indemnify Acquisition Fund Custodian and hold it harmless from any ~rld all claims; liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or charges of any character or nature, which it may incur or with which it maybe threatened by reason of its acting as Acquisition Fund Custodian under.this agreement; and in connection therewith, does to the extent permitted by law indemnify Acquisition Fund Custodian against any and all expenses; including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim. Acquisition Fund Custodian shall be vested with a lien on and is hereby granted a security interest in all property deposited hereunder, for indemnification, for reasonable attorneys' fees, court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which maybe incurred by Acquisition Fund Custodian by reason of disputes arising between Purchaser and Lender as to the correct interpretation of the Purchase Agreement and instructions given to .Acquisition Fund Custodian hereunder, or otherwise, with the right of Acquisition Fund Custodian, regardless of the instructions aforesaid, to hold the said property until and unless said additional expenses, fees and charges shall be fully paid. (g) If Purchaser and Lender shall be in disagreement about the interpretation of the Purchase Agreement, or about the rights and obligations, or the propriety of any action contemplated by Acquisition Fund Custodian hereunder, Acquisition Fund Custodian may, but shall not be required to, file an appropriate civil action to resolve the disagreement. Acquisition Fund Custodian shall be reimbursed by Purchaser for all costs, including reasonable attorneys' fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under the Purchase Agreement until a final judgment in such action is received. (h) Acquisition Fund Custodian may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. #765698v2 (BAPCC/N Carolina Installment Purch Agmt) A-2