2006 S Finance - Equipment Installment Financing Agreement

Browse Search

3. The disbursement shall occur during the Acquisition Period set forth in the Schedule; 4. There shall exist no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default); and 5. No material adverse change in Purchaser's or any guarantor's financial condition shall have occurred since the date of the Purchase Agreement. 3. .Deposit to Acauisition Fund. Upon satisfaction of the conditions contemplated in the Purchase Agreement, Lender will cause the Acquisition Amount to be deposited in the Acquisition-Fund. Purchaser agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in the Acquisition Fund. 4. Excessive Acquisition Fund. Following the final disbursement from the Acquisition Fund at the end of the Acquisition Period, or termination of the Acquisition Fund as otherwise provided herein, Acquisition Fund Custodian shall transfer any remainder from the Acquisition Fund to Lender. for application to amounts of the principal component of Installment Payments owed under the Purchase Agreement. 5. Security Interest. Acquisition Fund Custodian and Purchaser acknowledge and agree that the Acquisition Fund and all proceeds °thereof -are being held by Acquisition Fund- Custodian for disbursement or return as set forth herein. Purchaser hereby grants to Lender a first priority perfected security interest in the Acquisition Fund, and all proceeds thereof, and all investments made with any amounts in the Acquisition Fund. If the Acquisition Fund, or any part thereof, is converted to investments as set forth in this agreement, such investments shall be made in the name of Acquisition Fund Custodian and Acquisition Fund Custodian hereby agrees to hold such investments as bailee. for Lender so that Lender is deemed to have possession of such investments for the purpose of perfecting its security interest. 6. Control of Acquisition Account. In order to perfect Lender's security interest by means of control in (i) the Acquisition Fund established hereunder, (ii) all securities entitlements, investment property and other financial assets now or hereafter credited to the Acquisition Fund; (iii) all of Purchaser's rights in respect of the Acquisition Fund, such securities entitlements, investment property and other financial assets, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property (collectively, the "Collateral', Lender, Purchaser and Acquisition Fund Custodian further agree as follows: (a) All terms used in this Section 6 which aze defined in the Commercial Code of the state of North Carolina (the "Commercial Code's but aze not otherwise defined herein shall have the meanings assigned to such terms in the Commercial Code, as in effect on the date of this Agreement. (b) Acquisition Fund Custodian will comply with all entitlement orders originated by Lender with respect to the Collateral, or any portion of the Collateral, without further consent by Purchaser. #76569$v2 (BAPCC/N Carolina Installment Purch Agmt) A-4