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EXHIBIT C <br /> CERTIFICATE <br /> The undersigned, a duly elected and acting [Secretary] [City <br /> Clerk] [County Clerk] of _ ("Lessee") certifies as follows: <br /> A. The following listed persons are duly elected and acting officials of Lessee (the <br /> " Officials ") 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 Lessee, to negotiate, execute and <br /> deliver the Master Equipment Lease /Purchase Agreement dated as of <br /> and the Schedule(s) thereunder and all future Schedule(s) (the "Agreements") by and between <br /> Lessee and Bank of America, N.A., and these Agreements are binding and authorized <br /> Agreements of Lessee, enforceable in all respects in accordance with their terms. <br /> Name of Official Title Signature <br /> Dated: By: <br /> Name: <br /> Title: <br /> (The signer of this Certificate cannot be listed above as authorized to execute the Agreements.) <br /> #765386vIA (BAPCC /Gov't Entity Master Lease) C -I (DISTRIBUTION COPY) <br />