2006 S Finance - Equipment Installment Financing Agreement

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than fifteen (15) days after the start of such fiscal year, a certificate from Manager of Purchaser stating that Purchaser did not make such appropriation. Purchaser agrees to deliver notice to Lender of such termination promptly after any decision to non-appropriate is made, but failure to give such notice shall not extend the term beyond such Original Term or Renewal Term. If this Agreement is terminated in accordance with this Section, Purchaser agrees to peaceably deliver the Equipment to Lender at the location(s) to be specified by Lender. (b) No provision of this Agreement shall be construed or interpreted as creating a pledge of the faith and credit of Purchaser within the meaning of any constitutional debt limitation, This Agreement shall not directly or indirectly or contingently obligate Purchaser to make any .payments beyond.. the amount appropriated, if any, in the sole discretion of Purchaser for any fiscal year in which-this Agreement shall be in effect. Purchaser may at the end of any fiscal year terminate its future Installment Payment obligations under this Agreement if Purchaser has not appropriated sufficient funds to make the next fiscal year's scheduled Installment Payments. No provision. of this Agreement shall be construed to pledge or create a lien on any class or source of Purchaser's moneys other than the Purchase Price, the Equipment or any Acquisition Fund. To the extent of any conflict between this Section and any other provision of this Agreement, this Section shall take priority. (c) This Agreement constitutes an installment contract and security agreement pursuant to Section 160A-20 and Article 9 of Chapter 25 (the "Uniform Commercial Code - Secured Transactions") of the General Statutes of North Carolina. Section 3.04. Conditions to Lender's Performance. (a) As a prerequisite to the performance by Lender of any of its obligations pursuant to this Agreement, Purchaser shall deliver to Lender the following: (i) A fully completed Schedule, executed by Purchaser; (ii) An Acquisition Fund Agreement, executed by Purchaser and Acquisition Fund Custodian, unless Lender pays 100% of the Acquisition Amount directly to the Vendor upon execution of this Agreement, together with an Arbitrage and Tax Certificate in the form attached thereto as Schedule 2, or such other certification to tax matters that is acceptable to Lender and Purchaser's counsel; (iii) A Certificate executed by the Clerk or Secretary or other comparable officer of Purchaser, in substantially the form attached hereto as Exhibit C, completed to the satisfaction of Lender; (iv) A certified copy of a resolution, ordinance or other official action of Purchaser's governing body authorizing the execution and delivery of this Agreement and performance by Purchaser of its obligations hereunder; (v) An opinion of counsel to Purchaser in substantially the form attached hereto as Exhibit D respecting this Agreement and otherwise satisfactory to Lender; (vi) Evidence of insurance as required by Section 7.02 hereof; #765698v2 (BAPCC/N Carolina Installment Punch Agmt)