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EXHIBIT C <br />INCUMBENCY AND AUTHORIZATION CERTIFICATE <br />In connection with the execution and delivery by e County of Orange (the "County") of an <br />Installm nt Financing Contract dated September ~, 2008 with RBC Ba~ (USA), I, <br />do hereby certify that I am the duly aprointe , 0 f the County <br />of Orange, a political subdivision and body corporate and politic exist g unde the laws of the State <br />of North Carolina, and that I have custody of the official minutes and other pertinent records of that <br />body. <br />I further certify that: <br />(1) As of the date of this certificate, the persons named below hold the positions listed <br />opposite their names. <br />(2) The persons named below were authorized by a res of the governing body of <br />County of Orange, passed in a regular meeting held o at execute and deliver <br />on behalf of the County the aforesaid Installment Financi g Con act toe idence the obligation of <br />the County in connection with the purchase of personal property, including any fixtures (the <br />"Equipment") and the creation of a security interest in the Equipment, together with all other <br />documents and instruments required and contemplated by said Installment Financing Contract, and <br />to carry out the terms of all of the foregoing, all under and pursuant to the provisions of Section <br />160A-20 of the General Statutes of North Carolina, as amended. Attached hereto is a true, complete <br />and accurate copy of such resolution. Such resolution has not been amended, rescinded, terminated <br />or otherwise revoked and is in full force and effect. <br />(3) The persons named below were on the date or dates of the execution of the Contract, <br />and are on the date hereof, the duly elected and qualified incumbents of the offices of the County <br />appearing at the left of their respective names and the signatures appearing at the right of their <br />respective names are their genuine signatures. <br />(4) The signatures set opposite the names and positions of the persons named below are <br />such persons' true and authentic signatures. <br />Signature <br />Signature a o ns 1~1~ cmg Cohtractw~ n'fh~~o~uhty of 01~ <br />(the "County") and RBC B SA) (the "Bank") dated September , 2008 <br />21 <br />