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43 <br /> EXHIBIT D <br /> CERTIFICATE OF RESOLUTIONS <br /> I, , do hereby certify that I am the duly <br /> elected or appointed and acting County Clerk of the County of <br /> Orange, North Carolina, a political subdivision and body politic <br /> duly organized and existing under the laws of the State of North <br /> Carolina (the "County") , and that the following resolutions (the <br /> "Resolutions") have been presented to and duly adopted by the Board <br /> of Commissioners of the County (the "Governing Body") at a meeting , <br /> duly and regularly held and convened in accordance with applicable <br /> law on the th day of January, 1995, that at said meeting a quorum <br /> was present and acting at all times, and that the Resolutions are <br /> in full force and effect and have not been in any respect modified, <br /> revoked or rescinded: <br /> WHEREAS, the County desires to enter into an Installment <br /> Purchase Contract, dated as of January , 1995 (the "Contract") , <br /> between the County and NationsBank of North Carolina, N.A. (the <br /> "Lender") pursuant to a Commitment Letter, dated November 21, 1994 <br /> (the "Commitment Letter" ) from the Lender; and <br /> WHEREAS, the Contract provides for the Lender to advance <br /> certain funds (the "Loan Proceeds") , up to an aggregate amount of <br /> $9, 600, 000 (the "Financing Proceeds") to enable the County to <br /> construct the Improvements, as described in the Contract, on <br /> certain real property owned by the County and described on Exhibit <br /> B thereto (the "Property") ; and <br /> WHEREAS, the County has determined that the use of the <br /> Property is essential to its proper, efficient and economic <br /> operation; that it anticipates an ongoing need for the Property; <br /> that the Property will provide an essential use and permit the <br /> County to carry out public functions that it is authorized by law <br /> to perform; and that entering into the Contract is necessary and <br /> expedient for the County; and <br /> WHEREAS, the County has further determined that the <br /> Installment Payments and all other obligations of the County under <br /> the Contract are not excessive for their stated purposes; and <br /> WHEREAS, the County has determined that the Contract and the <br /> obligations of the County thereunder are preferable to, and more <br /> cost efficient than, a general obligation or revenue bond issue for <br /> the same purpose and that the construction costs of the <br /> Improvements exceed the amount that can be prudently raised from <br /> currently available appropriations, unappropriated fund balances <br /> and nonvoted bonds that could be issued by the County in the <br />