Common use of Outsourcing Clause in Contracts

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation (the “CONTRACTOR”) and the LEA. The Agreement and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2015 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Banc of America Public Capital Corp (the “CONTRACTOR”) and the undersigned LEA. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2009 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Banc of America Public Capital Corp (the “CONTRACTOR”) and the undersigned LEA. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2014 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Banc of America Public Capital Corp (the “CONTRACTOR”) and the undersigned LEA. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2012 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Mercedes Benz Financial Services USA LLC (the “CONTRACTOR”) and the undersigned LEA. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2011 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Mercedes Benz Financial Services USA LLC (the “CONTRACTOR”) and the LEAundersigned XXX. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and . Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2008 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust SunTrust Equipment Finance & Leasing Corporation Corp. (the “CONTRACTOR”) and the undersigned LEA. The Agreement Agreement, the Appendix and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2012 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Mercedes Benz Financial Services USA LLC (the “CONTRACTOR”) and the LEAundersigned XXX. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2008 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation (the “CONTRACTOR”) and the LEA. The Agreement and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that:

Outsourcing. Any vendor or subcontractor providing call or contact center services to the State of North Carolina shall disclose to inbound callers the location from which the call or contact center services are being provided. If, after award of a contract, the contractor wishes to outsource any portion of the work to a location outside the United States, prior written approval must be obtained from the State agency responsible for the contract. Vendor must give notice to the using agency of any relocation of the vendor, employees of the vendor, subcontractors of the vendor, or other persons performing services under a state contract outside of the United States. Exhibit “B” to Master Replacement Bus Financing Agreement dated , by and between Contractor and Aggregate List of Replacement Buses Anticipated to be Acquired by the LEA [insert here the complete list of buses that the LEA will finance] <OR> [If the list is not inserted on the Exhibit B and an attachment is used instead, then add the following language to the top of the attachment: “Attachment to Exhibit B to Master Replacement Bus Financing Agreement dated , by and between Contractor and ”] Exhibit “C” Form of General Certificate of the LEA CLOSING CERTIFICATE I, the undersigned, do hereby certify that I am a duly elected or appointed and authorized officer of (the “Local Education Agency” or “LEA”), that I hold the office set forth below my signature, and that I am hereby executing and delivering this certificate for the benefit of all persons interested in that certain Master Replacement Bus Financing Agreement, dated as of , 2006 2011 and the Appendices executed in connection therewith (collectively, the “Agreement”), by and between Suntrust Leasing Corporation Mercedes Benz Financial Services USA LLC (the “CONTRACTOR”) and the undersigned LEA. The Agreement Agreement, the Appendix, and all other documents, certificates, or instruments executed by the LEA and CONTRACTOR in connection therewith are referred to herein collectively as the “Contract Documents”. Terms defined in the Agreement are used in this certificate with the same meanings as in the Agreement. I do hereby further certify that: