2006 S Finance - Equipment Installment Financing Agreement

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ExgISIT A ACQUISITION FUND AND ACCOUNT CONTROL AGREEMENT This Acquisition Fund and Account Control Agreement, dated as of February 9, 2007, by and among Banc of America Public Capital Corp, a Kansas corporation (hereinafter referred to as "Lender', Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter referred to as "Purchaser's and Bank of America, N.A., a national banking association (hereinafter referred to as "Acquisition Fund Custodian'. - ~- ~ Reference is made to that certain Equipment Installment Financing Agreement, dated as of February 9, 2007 between Lender and Purchaser (the "Purchase Agreement', covering the acquisition of certain Equipment described therein (the "Equipment'. It is a requirement of the Purchase Agreement that the Equipment Cost of the Equipment (in an amount not to exceed $842,038.00) (the "Acquisition Amount's be deposited into an escrow under terms satisfactory to Lender, for the purpose of fully funding the Purchase Agreement, and providing a mechanism for the application of such amounts to the purchase of and payment for the Equipment. The parties agree as follows: L Creation of Acquisition Fund. (a) There is hereby created a special trust fund to be known as the "Orange County Acquisition Fund" (the "Acquisition Fund's to be held in trust by Acquisition Fund Custodian for the purposes stated herein, for the benefit of Lender and Purchaser, to be held, disbursed and returned in accordance with the terms hereof. (b) Acquisition Fund Custodian shall invest and reinvest moneys on deposit in the Acquisition Fund in Qualified Investments in accordance with written instructions received from Purchaser. Purchaser shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to Acquisition Fund Custodian for the reinvestment of any maturing investment. Accordingly, neither Acquisition Fund Custodian nor Lender shall be responsible for any liability, cost, expense, -loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Acquisition Fund, and Purchaser agrees to and does hereby release Acquisition Fund Custodian and Lender from any such liability, cost, expenses, loss or claim. Interest on the Acquisition Fund shall become part of the Acquisition Fund, and gains and losses on the investment of the moneys on deposit in the Acquisition Fund shall be borne by the Acquisition Fund. For purposes of this agreement, "Qualified Investments" means any investments which meet the requirements of North Carolina General Statutes § 159-30. (c) Unless the Acquisition Fund is earlier terminated in accordance with the provisions of paragraph (d) below, amounts in the Acquisition Fund shall be disbursed by Acquisition Fund Custodian in payment of amounts described in Section 2 hereof upon receipt of written authorization(s) from Lender, as is more fully described in Section 2 hereof. If the #765698v2 (BAPCC/N Carolina Installment Purch Agent) A-1