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[Escrow] ~J Agreement Number: _ <br />Equipment Schedule: _ <br />RF,SOT.TTTTnN OF ~nVF:RNTN(T' RnDY <br />At a duly called meeting of the, g erring body of Lessee held in accordance with all applicable legal requirements, including <br />open meeting laws, on the ~ day of following resolution was introduced and adopted: <br />RESOLUTION AUTHORIZING THE XECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT <br />SCHEDULE NO. Ol, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERNIINING OTHER <br />MATTERS IN CONNECTION THEREWITH. . <br />WHEREAS, the governing body of [LESSEE] ("Lessee") desires to obtain certain equipment (the "Equipment") described in <br />Equipment Schedule No. O1 to the Master Lease .Agreement (collectively, the "Lease") with SunTrust Leasing Corporation, the form of <br />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 Crestar Bank (the "Escrow Agent") pursuant to an <br />Escrow Agreement .bet~veezl ~.ess~e ,arid the~Escrow Agent (the "Escrow Agreement's and will be applied to the acquisition of the <br />Equipment in a~cor~tiance'wi#h said ~sci'(5'w Agreement; and <br />.... _ _ ... 4 _.r. .- <br />WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to <br />arrange for the acquisition of the Equipment; and <br />WHEREAS, Lessee proposes to enter into the Lease with SunTrust Leasing Corporation and the Escrow Agreement with the <br />Escrow Agent substantially in the forms presented to this meeting. <br />NOW, THEREFORE, BE TT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: <br />SeciiQnl. It is hereby found and determined that the temps of the Lease and the Escrow Agreement (collectively, 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 />S .Prtion 2. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as <br />described in the Financing Documents are hereby approved. The of Lessee and any other officer of Lessee who <br />shall have. power to execute contracts on behalf of Lessee be, and each of them hereby is, authorized to execute, acknowledge and deliver <br />the Financing Documents with any changes, insertions and omissions therein as may be approved by the officers who execute the <br />Financing Documents, such approval to be conclusively evidenced by such execution and delivery of the Financing Documents. The <br />of the Lessee and any other officer of Lessee who shall have power to do so be, and each of them hereby is, <br />authorized to affix the official seal of Lessee to the Financing Documents and attest the same. <br />Section ~. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any and <br />all papers, instruments, opinions, certificates, affidavits and other do~~meT1ts and to do or cause to be done any and all other acts and things <br />necessary or proper for carrying out this resolution and the Financing Documents. <br />NOTE: INSERT THE FOLLOWING PARAGRAPH FOR BANK QUALIFIED TRANSACTIONS. <br />,Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Lessee hereby <br />specifically designates the Lease. as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code.] <br />