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"Renewal Terms "means the renewal terms of this Agreement, each having a duration of <br />one year and a term coextensive with Purchaser's fiscal year, as specified in the Schedule <br />applicable thereto.. <br />"Schedule "means the Schedule of Property substantially in the form of Exhibit B hereto <br />together with the Installment Payment Schedule attached thereto substantially in the form of <br />Exhibit B-1 hereto. <br />"State "means the State of North Carolina. <br />"Utilization Period Expiration " means, if this Agreement is not funded under an <br />Acquisition Fund Agreement, the date by which Purchaser must deliver an Acceptance <br />Certificate for the Equipment~under this Agreement as indicated in Section 3.04(b). <br />"Vendor" means the manufacturer or supplier of the Equipment or any other person as <br />well as the agents or dealers of the manufacturer or supplier with whom Purchaser has arranged <br />the acquisition of the Equipment to be financed by Lender pursuant to this Agreement. <br />ARTICLE II <br />REPRESENTATIONS AND WARRANTIES OF PURCHASER <br />Section 2.01. Representations and Covenants of Purchaser. Purchaser represents, <br />covenants and warrants for the benefit of Lender on the date hereof as follows: <br />(a) Purchaser is a public body politic duly created and existing under the laws of the <br />State of North Carolina as a political subdivision of the State of North Carolina, and has all <br />powers necessary to enter into the transactions contemplated by this Agreement and to carry out <br />its obligations hereunder. <br />(b) Purchaser has duly authorized the execution and delivery of this Agreement by <br />proper action of its governing body at a meeting duly called, regularly convened and attended <br />throughout by the requisite quorum of the members thereof, or by other appropriate official <br />approval, and all requirements have been met and procedures have occurred in order to ensure <br />the validity and enforceability of this Agreement. <br />(c) No event or condition that constitutes, or with the giving of notice or the lapse of <br />time or both would constitute, an Event of Default. exists at the date hereof. <br />(d) Purchaser will do or cause to be done all things necessary to preserve and keep in <br />full force and effect its existence as a body corporate and politic. <br />(e) Purchaser has complied with such .public bidding requirements as may be <br />applicable to this Agreement and the acquisition by Purchaser of the Equipment as provided <br />herein. <br />(fl During the Purchase Term, the Equipment will be used by Purchaser only for the <br />purpose of performing essential governmental or proprietary functions of Purchaser consistent <br />with the permissible scope of Purchaser's authority. Purchaser does not intend to sell or <br />#765698v2 (BAPCGN Carolina Installment Purch Agmt) 4 <br />