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~-~ ~ ~ <br />~ ~~ <br />E~~TT C-1 <br />Lease Number: 03532. <br />[Escrow] Equipment Schedule: 02 <br />RESOLUTION OF GOVERNING BODY <br />At a duly called meeting of the governing body of Lessee held in accordance with all applicable legal requirements, including open meeting <br />laws, on the ~ day of Maw , 2006, the following resolution was introduced and adopted: <br />RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT <br />SCHEDULE NO. 02, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER <br />MATTERS IN CONNECTION THEREWITH. ' <br />WHEREAS, the governing body of ORANGE. COUNTY, NC ("Lessee") desires to obtain certain equipment (the "Equipment") <br />described in Equipment Schedule No. 02 to the Master Lease Agreement (collectively, the "Lease") with SUNTRUST LEASING <br />CORPORATION, the form of which has been available for review by the governing body of Lessee prior to this meeting; and <br />WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and <br />WHEREAS, the funds made available under the Lease will be deposited with 5UNTRUST BANK (the "Escrow Agent's pursuant to an <br />Escrow Agreement between Lessee and the Escrow Agent (the "Escrow Agreement") and will be applied to the acquisition of the <br />Equipment in accordance with said Escrow Agreement; and <br />WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the <br />acquisition of the Equipment; and <br />WHEREAS, Lessee proposes to enter into the Lease with SUNTRUST LEASING CORPORATION and the Escrow Agreement with <br />the Escrow Agent substantially in the forms presented to this meeting. <br />NOW, THEREFORE, BE TT RESOLVED BY THE GOVERNING BODY OF LESSEE A5 FOLLOWS: <br />Section 1. It is hereby found and determined that the terms of the Lease and the Escrow Agreement (collectiyely, the "Financing <br />Documents' in the forms presented to this meeting and incorporated in this resolution are in the best interests of Lessee'for the acquisition <br />of the Equipment. ' <br />Section 2. The Financing. Documents. and the acquisition and financing of the Equipment under the terms and conditions as described in <br />the Financing Documents are hereby approved. The Finance Director of Lessee and any other officer of Lessee who shall have power to <br />execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver the Financing <br />Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the Financing Documents, <br />such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The Clerk to the Boazd of County <br />Commissioners of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, authorized to <br />affix the official seal of Lessee to the Financing Documents and attest the same. <br />Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and duected to execute and deliver any and all papers, <br />instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary <br />or proper for carrying out this resolution and the Financing Documents. '. <br />5/182006:NBQ-FSC.DOGrev.O NOSstlc <br />