2004 S Finance - BB&T Refinancing Installment Purchase Agreement

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discretion, which discretion shall be conclusive absent a showing of bad faith or manifest error. Any prepayment of the Installment Financing Contract will be subject to a minimum fee of one-half percent (.5%). SECTION 4. NATURE OF CONTRACT 'This Contract is 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 5. RESPONSIBILITIES AND COVENANTS OF THE COUNTY 5.1. Care and Use. The County shall use the Equipment in a careful and proper manner, in compliance with all applicable laws and requisitions, and, at its sole cost and expense or at the cost or expense of a third party other than the Bank, shall service, repair and maintain the Equipment so as to keep the Equipment in good condition, repair, appearance and working order for the purposes intended, ordinary wear and tear excepted, and shall replace any part of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or is unfit for use. Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions to the Equipment and shall be subject to all terms and conditions of this Contract and included in the term "Equipment" as used in this Contract. If requested by the Bank, the County shall enter into or cause to be entered into, and maintained in full force and effect during the term of this Contract, manufacturer's or supplier's standard maintenance contracts satisfactory to the Bank covering the Equipment and shall comply with all of its obligations thereunder. The County shall furnish evidence to the Bank upon Bank's request of such signed maintenance contracts at or prior to the date of this Contract and the payment of all charges and premiums therefor. 5.2. Inspection. The Bank shall have the right upon reasonable prior notice to the County to enter into and upon the premises where the Equipment is located to inspect the Equipment and observe its use during normal business hours. 5.3. Alterations. Without the prior written consent of the Bank, which consent shall not be unreasonably withheld, the County shall not make any alterations, modifications or attachments to the Equipment which cannot be removed without materially damaging the functional capabilities or economic value of the Equipment. 5.4. Utilities. The County shall pay, when due, all charges for utility services used in connection with the Equipment. There shall be no abatement of the Installment Payments on account of interruption of any such services. 5.5. Taxes. The County shall pay, when due, any and all taxes levied by any governmental body as a result of the County. 's ownership, possession, or use of the Equipment or as a direct or indirect result of the purchase of the Equipment by the County . 4