2006 S Finance - Equipment Installment Financing Agreement

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expected to occur prior to twelve (12) months from the date hereof. Purchaser has entered into, or will enter into within six months after the date hereof, binding contracts or commitments obligating the expenditure of at least five percent (5%) of the Equipment Proceeds. At least eighty-five percent (85%) of the Equipment Proceeds will be expended to acquire the Equipment within three years after the date hereof. 4. The total cost of the Equipment is anticipated to be equal to the Equipment Proceeds. It is not anticipated that any proceeds from the issue will be used to pay the expenses of issuing the Purchase Agreement obligations. Equipment 5. The Equipment Proceeds and anticipated investment earnings on such proceeds do not exceed the amount necessary to complete the acquisition of the Equipment. 6. All Equipment financed by the Purchase Agreement will be owned by Purchaser in accordance with Section 141 of the Code. Purchaser represents and covenants that while the Purchase Agreement is in effect, it will not sell, lease or otherwise dispose of any portion of the Equipment (except that a portion of the Equipment maybe disposed of in the normal course such. as by reason of obsolescence and normal wear and tear) without providing to Lender an opinion of bond counsel that such sale, lease or other disposition will not adversely affect the exclusion ofthe-interest. portion of the Installment Payments made under the Purchase Agreement from the gross income of Lender for federal income tax purposes. Yield 7. Purchaser represents that no other obligations of Purchaser (1) were or will be sold within 15 days of the Closing Date of the Equipment as contemplated by the Purchase Agreement; (2) are being .sold pursuant to a plan of financing common with the sales contemplated by the Purchase Agreement; and (3) are payable from substantially the same source of funds as the Purchase Agreement. 8. For purposes of this Certificate, "yield" means yield computed by the actuarial method using a 360-day year and semi-annual compounding, resulting in a discount rate which, when used in computing the present worth of all payments of principal and interest to be paid on an obligation, .produces an amount equal to the issue price, fair market value, present value or . purchase price thereof, as appYicable, and is determined in all respects in accordance with Section 148 of the Code and the Regulations. 9. As of the Closing Date, Purchaser expects that the purchase price of $842,038.00 is the issue price of the obligations under the Purchase Agreement to the public (excluding bond houses, brokers and other intermediaries). Based upon such price, Purchaser expects the yield on the Purchase Agreement to be computed as 3.60%. Arbitrage Certifications 10. No sinking fund has been established in connection with the payment of the principal of and interest under the Purchase Agreement, and no other similar fund or reserve or #765698v2 (BAPCGN Carolina Installment Purch Agmt) A-11