2006 S Finance - Equipment Installment Financing Agreement

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:, ARTICLE III PURCHASE OF EQUIPMENT Section 3.01. Purchase of Equipment. Subject to the terms of this Agreement and the Schedule, Lender agrees to advance the Acquisition Amount to acquire the Equipment. The Purchase Term may be continued, solely at the option of Purchaser, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Terns up to the maximum Purchase Term. At the end of the Original Term and at the end of each Renewal Term until the maximum Purchase Term has been completed, Purchaser shall be deemed to have exercised its option to continue this Agreement for the next Renewal Term unless Purchaser shall have terminated this Agreement pursuant to Section 3.03 or Section 4.01(b). The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Installment Payments shall be as provided in the Schedule. Section 3.02. Continuation of Purchase Term• Appropriation. Purchaser intends, subject to Section 3.03, to continue the Purchase Term of this Agreement through the Original Term and all Renewal Terms and to pay the Installment Payments thereunder. Purchaser affirms that sufficient funds are available for the current fiscal year, and Purchaser reasonably believes that an amount sufficient to make all Installment Payments during the entire Purchase Term can be obtained from legally available funds of Purchaser. The finance officer, manager or other appropriate official of Purchaser (hereinafter "Manager's shall include in the initial proposal for each of Purchaser's annual budgets the amount of all Installment Payments due under this Agreement and other payments coming due during the .fiscal year to which such budget is applicable. Notwithstanding that Manager includes an appropriation for Installment Payments and other payments in a proposed budget, Purchaser may .terminate all its obligations hereunder and under this Agreement by not appropriating sufficient funds to make the scheduled Installment Payments and other payments. In the event the governing body of Purchaser determines not to appropriate in its budget an amount- sufficient to pay all Installment Payments and reasonably estimated other payments coming due in the applicable fiscal year, the governing body of Purchaser shall adopt a resolution specifically deleting such appropriation from the proposed budget for that fiscal year. Such resolution shall be adopted by a vote identifying those voting for and against and abstaining from the resolution, and shall be recorded in the minutes of the governing body. A copy of such resolution shall be promptly sent to Lender. Such failure to .appropriate shall constitute an Event of Default. Section 3.03. Nonappropriation. (a) Purchaser is obligated only to pay such Installment Payments as may lawfully be made from funds budgeted and appropriated for that purpose during Purchaser's then current fiscal year. Should Purchaser fail to budget, appropriate or otherwise make available funds to pay Installment Payments following the then current Original Term or Renewal Term, this Agreement shall be deemed terminated at the end of the then current Original Term or Renewal Term. If the amount equal to the Installment Payments which will be due during the next fiscal year has not been appropriated by Purchaser in its budget, Manager shall deliver to Lender, within ten (10) days after the adoption of Purchaser's budget for such fiscal year, but not later #765698 V2 (BAPCCM Carolina Installment Purch Agmt)