2006 S Finance - Equipment Installment Financing Agreement

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Acquisition Fund Custodian shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct. (i) Purchaser shall reimburse Acquisition Fund Custodian for all reasonable costs and expenses, including those of Acquisition Fund Custodian's attorneys, agents and employees incurred for extraordinary administration of the Acquisition Fund and the performance of Acquisition Fund Custodian's powers and duties hereunder in connection with any Event of Default under the Purchase Agreement, or in connection with any dispute between Lender and Purchaser concerning the Acquisition Fund. 2. Acquisition of Property. (a) Acquisition Agreements. Purchaser will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Equipment, with moneys available in the Acquisition Fund. Purchaser represents the estimated costs of the Equipment are within the funds estimated to be available therefor, and Lender makes no warranty or representation with respect thereto. Lender shall have no liability under any of the acquisition or construction contracts. Purchaser shall obtain all. necessary permits and approvals, if any, for the acquisition, equipping and installation of the Equipment, and the operation and maintenance thereof. (b) Authorized Acquisition Fund Disbursements. Disbursements from the Acquisition Fund shall: be ~ made for the purpose of paying (including the reimbursement to Purchaser for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Equipment. (c) Requisition Procedure. No disbursement from the Acquisition Fund shall be made unless and until Lender has approved such requisition. Prior to disbursement from the Acquisition Fund there shall be filed with Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. Each such requisition shall be signed by an authorized representative of Purchaser (an "Authorized Representative's and by Lender, and shall be subject to the following: 1. Delivery to Lender of a certificate of Purchaser to the effect that: (i) an obligation in the stated amount has been incurred by Purchaser, and that the same is a proper charge against the Acquisition Fund for costs relating to the Equipment identified n.the Purchase:Agreement, and has not beenpaid; (ii) the Authorized Representative has no notice of any vendor's, mechanic's or other liens or rights to liens, chattel mortgages,. conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iii) such requisition contains no item representing payment on account, or any retained percentages which Purchaser is, at the date of such certificate, entitled to retain; and (iv) the Equipment is insured in accordance with the Purchase Agreement. 2. Delivery to Lender of an Acceptance Certificate executed by Purchaser, together with any purchase agreement assignment or bill of sale and invoice therefor as required by Sections 3.04 and 5.01 of the Purchase Agreement referenced above; #765698v2 (BAPCC/N Carolina Installment Purch Agmt) A-3