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(vii) No material adverse change in Purchaser's or any guarantor's financial condition <br />shall have occurred since the date of the Purchase Agreement. <br />Dated: <br />ORANGE COUNTY, NORTH CAROLINA <br />By: <br />Disbursement of funds from the Acquisition <br />Fund in accordance with. the foregoing <br />Disbursement Request hereby is authorized <br />BANC OF AMERICA PUBLIC CAPITAL CORP <br />as Lender under the Purchase Agreement <br />By: <br />Title: <br />Authorized Representative <br />#765698v2 (BAPCC/N Carolina Installment Purch Agmt) A-9 <br />