Orange County NC Website
Document management portal powered by Laserfiche WebLink 9 © 1998-2015 Laserfiche. All rights reserved.
<br />other costs necessary to vest full, clear legal title to the Equipment in Purchaser, subject to the <br />security interest granted to Lender in this Agreement; and otherwise incurred in connection with <br />the financing of the Equipment as provided .herein; provided that (i) any such soft costs on a <br />cumulative basis shall not exceed a percentage of the Equipment Costs approved by Lender; and <br />(ii) in no event shall capitalizable delivery charges, installation charges, taxes and similar <br />capitalizable soft costs relating to such Equipment be included without Lender's prior consent. <br />"Event ofDefault" means an Event of Default described in Section 11.01. <br />"Expense Fund " means the fund established and held by Acquisition Fund Custodian <br />pursuant to the Acquisition Fund Agreement, if any. <br />"Installment Payments " means the basic installment payments payable by Purchaser <br />under this Agreement pursuant to Section 4.01, consisting of a principal component and an <br />interest component. <br />"Lender" means (a) the entity referred to as Lender in the first paragraph of this <br />Agreement or (b) any assignee or transferee of any right, title or interest of Lender in and to the <br />Equipment under this Agreement (including Installment Payments thereunder) pursuant to <br />Section 10.01, but does not include any entity solely by reason of that entity retaining or <br />assuming any obligation of Lender to perform under this Agreement. <br />"Material Adverse Change " means (a) prior to the Utilization Period Expiration, a <br />downgrade in Purchaser's external debt rating of two or more subgrades by either Moody's <br />Investors Service, Inc, or Standard & Poor's Ratings Group or any equivalent successor credit <br />rating agency, or any downgrade by either such agency that would cause Purchaser's credit <br />rating to be below investment grade, and (b) thereafter, any change in Purchaser's <br />creditworthiness that could have a material adverse effect on (i) the financial condition or <br />operations of Purchaser, or (ii) Purchaser's ability to perform its obligations under this <br />Agreement. <br />"Optional Prepayment Date "means the date described in Section 4.01(b). <br />"Original Term " means the period from the Commencement Date for this Agreement <br />until the end of the fiscal year of Purchaser in effect at such Commencement Date. <br />"Purchase Price " means, with respect to the Equipment listed on the Schedule, the <br />amount that Purchaser may pay to Lender to prepay the outstanding Acquisition Amount as <br />contemplated in Sections 4.01 and 8.01. <br />"Purchase Term "means the Original Term and all Renewal Terms herein provided and <br />for this Agreement means the period from the date hereof until this Agreement is terminated. <br />"Purchaser" means the entity referred to as Purchaser in the first paragraph of this <br />Agreement. <br />#765698v2 (BAPCC/N Carolina Installment Purch Agmt) <br />