2006 S Finance - Equipment Installment Financing Agreement

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(vii) All documents, including financing statements; affidavits, notices and similar instruments, in form satisfactory to Lender, which Lender deems necessary or appropriate at that time pursuant to Section 6.02; (viii) If applicable, designation of this Agreement as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code; (ix) A copy of a fully completed and executed Form 8038-G; (x) (A) If the maximum Purchase Term under this Agreement is greater than five (5) years,. and (B) the Purchase Price exceeds the lesser of $500,000 or 1/10' of 1% of the assessed value. of'property subject to taxation by Purchaser, evidence of approval of this Agreement by the North Carolina Local Government Commission (the "LGC'~; (xi) Such other items, if any, as are reasonably required by Lender. (b) In addition, the performance by Lender of any of its obligations hereunder shall be subject to: (i) no material adverse change in the financial condition of Purchaser since the date of this Agreement, (ii) no Event of Default having occurred, and (iii) if no Acquisition Fund has been established, the Equipment must be accepted by Purchaser no later than the date listed as the Utilization Period in the Schedule. (c) Subject to satisfaction of the foregoing, Lender will pay the Acquisition Amount for Equipment described in the Schedule to the Vendor for the purchase of the Equipment, or any portion thereof, or, if authorized by Purchaser's governing body, will reimburse Purchaser for the prior payment of any such Acquisition Amounts by Purchaser to the Vendor for the purchase of the Equipment, upon receipt of the documents described in Sections 5.01(a) and (b); or if an Acquisition Fund has been established pursuant to an Acquisition Fund Agreement, Lender will deposit the Acquisition Amount for Equipment described in the Schedule with Acquisition Fund Custodian, to be disbursed in accordance with the terms of the Acquisition Fund Agreement. ARTICLE IV INSTALLMENT PAYMENTS Section 4.01. Installment Payments; Prepayments; Prena~. (a) ,.Subject.. to Section 3.03, Purchaser shall promptly pay Installment Payments, in lawful money of the United States of America, to Lender on the dates and in such amounts as provided in the Schedule. Purchaser shall pay Lender a charge on any Installment Payment not paid on the date such payment is due at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted by law, whichever is less, from such date. Purchaser shall not permit the federal government to guarantee any Installment Payments. Installment Payments consist of principal and interest payments as more fully detailed on the Schedule. (b) Purchaser shall have the option to prepay its obligations under this Agreement on and after the date specified as the Optional Prepayment Commencement Date in the Schedule (the "Optional Prepayment Date', on the Installment Payment Dates specified in such Schedule, upon not less than 30 days' prior written notice, and upon payment in full of the #765698v2 (BAPCC/N Carolina Installment Purch Agmt)