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EXHIBIT C <br />INCUMBENCY CERTIFICATE <br />The undersigned, a duly elected "and acting r~_T ~~tT C~ ezk_- [Secretary] [City <br />Clerk] (County Clerk] of Orange County, North Carolina("Purchaser's certifies as follows: <br />A. The following listed persons are duly elected and acting officials of Purchaser (the <br />"Off~cials'~ in the capacity set forth opposite their respective names below and that the facsimile <br />signatures are true and correct as of the date hereof; <br />B. The Officials are duly authorized, on behalf of Purchaser, to negotiate, execute <br />and deliver the Equipment Installment Financing Agreement dated as of February 9, 2007 and <br />the Schedule thereunder (the "Agreement's by and between Purchaser and Banc of America <br />Public Capital Corp, and the Agreement is a binding and authorized Agreement of Purchaser, <br />enforceable in all respects in accordance with its terms. <br />Name of Official <br />Title <br />Signature <br />Finance Director <br />Date: ~gbr arv 7th 2007 <br />By: ~ 1-~ <br />r <br />Name: Donna Baker <br />Title: Clerk to Board <br />(The witnessing signer of this Certificate cannot be listed above as authorized to execute the <br />Agreements.) <br />#765698v2 (BAPCC/N Carolina Installment Purch Agmt) C-3 <br />