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EXHIBIT C-1 <br />[Escrow] <br />Lease Number: 03532 <br />Equipment Schedule: 01 <br />At a duty 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 ,the following resolution was introduced and adopted: <br />RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MASTER LEASE AGREEMENT, EQUIPMENT <br />SCHEDULE NO. Ol, AN ESCROW AGREEMENT, AND RELATED INSTRUMENTS, AND DETERMINING OTHER <br />MATTERS IN CONNECTION THEREWITH. <br />WHEREAS, the governing body of ORANGE COUNTY, NC ("L,essee") desires to obtain certain equipment (the "Equipment") <br />described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the "L.ease") 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 SUNTRUS7 BANK (the "Escrow Agent") 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 Agreemenh, and <br />WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the <br />acquisition ofthe 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 IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS: <br />Section 1. It is hereby found and determined that the terms 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 />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 maybe 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 Board of Counri <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 />afI"ix 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, audhorized and dueeted 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 />aner~?w?a~us;i?.~nw,.rvnp~cscs7n ooctrcv Dims sTt c <br />