2006 S Finance - Equipment Installment Financing Agreement

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otherwise dispose of the Equipment or any interest therein prior to the last Installment Payment (including all Renewal Terms) scheduled to be paid under this Agreement. (g) Purchaser has kept, and throughout the Purchase Term shall keep, its books and records in accordance with generally accepted accounting principles and practices consistently applied, and shall deliver to Lender (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget and actual, (3) statement of cash flows and notes, and (4) schedules and attachments to the financial statements) within 270 days of its fiscal year end, (ii} such other financial statements and information as Lender may reasonably request, and (iii) its annual budget for the following fiscal year within 30 days of its final. approval. The financial statements described in subsection (i) shall be accompanied by an unqualified opinion of Purchaser's auditor. Credit information relating to Purchaser maybe disseminated among Lender and any of its affiliates and any of their respective successors and assigns. (h) The Equipment described above is essential to the functions of Purchaser or to the services Purchaser provides its citizens; Purchaser has an immediate need for the Equipment listed on the Schedule and expects to make immediate use of the Equipment listed on the Schedule, which will be used by Purchaser only for the purpose of performing one or more of Purchaser's governmental or proprietary functions consistent with the permissible scope of its authority. Purchaser's need for the Equipment is not temporary and Purchaser does not expect the need for any item of the Equipment to diminish during the Purchase Term to such item. Purchaser expects and anticipates adequate funds to be available for all future payments due hereunder after the current budgetary period. (i) The payment of the Installment Payments or any portion thereof is not directly or indirectly (x) secured by any interest in property used or to be-used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (y) on a present value basis, derived from payments (whether or not to Purchaser) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will'not be used, directly or indirectly, in any activity carried on by any person other. than a state or local governmental unit. No portion of the Equipment Costs for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Purchaser. Purchaser has not entered into any management or other service contract with respect to the use. and operation of the Equipment. (j) There is no pending litigation, tax claim,- proceeding or dispute that may adversely affect Purchaser's financial condition or impairs its ability to perform its obligations hereunder. Purchaser will, at its expense, maintain its legal existence in good standing and do any further act and execute, acknowledge, deliver, file, register and record any further documents Lender may reasonably request in order to protect Lender's security interest in the Equipment and Lender's rights and benefits under this Agreement. #765698v2 (BAPCC/N Cazolina Installment Purch Agmt)