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2009o535s EXHIBIT C OFFICERS' CERTIFICATE We, the undersigned, hereby certify that we are the duly qualified and acting Mayor and City Clerk of the City of Grand Island (the "Lessee"), and with respect to the Lease- Purchase Agreement dated as of July 1, 2009 (the "Lease"), by and between the Lessee and Wells Fargo Brokerage Services, LLC (the "Lessor"), that: 1. In our capacities as such officers we have executed the Lease, a Ground Lease dated as of July 1, 2009 (the "Ground Lease"), by and between the Lessee and Hall County Livestock Improvement Association and an Escrow Agreement dated as of July 1, 2009 (the "Escrow Agreement"), by and among the Lessor, the Lessee and Wells Fargo Bank, National Association, acting as Escrow Agent. 2. The Rental Payments provided for in Exhibit B to the Lease shall commence and be due and payable on January 1, 2010, and thereafter during the Term of the Lease (as that term is defined in the Lease) as shown in Exhibit B to the Lease. Lessee has appropriated and/or taken all other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease in Lessee's current fiscal year, and such moneys will be applied in payment of such Rental Payments. 3. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body, that challenges the organization or existence of the Lessee; the authority of its officers; the proper authorization, approval and execution of the Ground Lease, the Lease, the Escrow Agreement and other documents contemplated thereby; the appropriation of money to pay the Rental Payments due under the Lease; or the ability of the Lessee otherwise to perform its obligations under the Ground Lease, the Lease, the Escrow Agreement and the other documents and the transactions contemplated thereby. C-1