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<br />attest such Commercial Paper Dealer Agreement, with such changes, additions, and omissions to <br />such Commercial Paper Dealer Agreement as such representatives, in their discretion, shall approve <br />as necessary or appropriate, such execution and attestation to be conclusive evidence of such <br />approval, and said representatives are hereby authorized and directed to deliver such Commercial <br />Paper Dealer Agreement to the other parties thereto. All of the officers and employees of the Board <br />are hereby authorized and directed to carry out or cause to be carried out the obligations of the Board <br />under the Commercial Paper Dealer Agreement. <br /> <br />SECTION 8. Offering Materials. Offering Materials, such as a preliminary official statement or <br />other offering document (the "Offering Materials") relating to the Bonds and/or Notes is hereby <br />authorized to be prepared. The Authorized Issuer Representatives are hereby authorized and <br />directed, jointly and severally, for and in the name and on behalf of the Board, to execute and deliver <br />said Offering Materials and to execute a certificate as to the finality of the Offering Materials, if <br />required. The distribution of copies of the Offering Materials, for and in the name and on behalf of <br />the Board, is hereby authorized. <br /> <br />SECTION 9. Execution of Bonds and Notes. The Bonds and Notes shall be executed, for and on <br />behalf of the Board, by the manual or facsimile signature of the President or Vice President of the <br />Board and Treasurer or Assistant Treasurer of the Board and shall have the seal of the Board <br />impressed or a facsimile thereof imprinted thereon, attested by the manual or facsimile signature of <br />the Secretary or Assistant Secretary of the Board or shall be otherwise executed in accordance with <br />applicable law. The Notes shall be authenticated, if determined to be necessary, in the form as <br />provided in the agreements authorized by this resolution and in accordance with applicable law. <br /> <br />SECTION 10. Authorized Issuer Representative. The following officers and employees of the <br />Board are Authorized Issuer Representatives for the purposes of this resolution: the President or <br />Vice-President of the Board, the General Manager, Treasurer or Assistant Treasurer, or any person <br />designated by either the General Manager, Treasurer or Assistant Treasurer, in writing to act on <br />behalf of the General Manager, Treasurer or Assistant Treasurer to act under this resolution. <br /> <br />SECTION 11. Attestations. The Assistant Secretary of the Board or persons as may have been <br />designated by an Authorized Issuer Representative are hereby authorized and directed to attest the <br />signature of the President or Vice-President of the Board, the General Manager, Treasurer or <br />Assistant Treasurer or of such other person or persons as may have been designated in accordance <br />with Section 10 of this resolution, and to affix and attest the seal of the Board, as may be required or <br />appropriate in connection with the execution and delivery of the Bonds, Notes, and agreements <br />described herein. <br /> <br />SECTION 12. Other Actions. The Authorized Issuer Representatives are each hereby authorized <br />and directed, jointly and severally, to do any and all things and to execute and deliver any and all <br />documents which they may deem necessary or advisable including the execution of a tax certificate <br />and other documents and certificates and including the payment. of a premium for a municipal bond <br />insurance policy, a debt service surety bond, or other form of credit enhancement in order to <br />consummate the sale, execution and delivery of the Bonds and Notes and otherwise to carry out, give <br />effect to and comply with the terms and intent of this resolution, the Bonds, the Notes, the Credit <br />Agreement, the Issuing and Paying Agreement and the Commercial Paper Dealer Agreement. Such <br />actions heretofore taken by any of the Authorized Issuer Representatives are hereby ratified, <br />confirmed and approved. <br /> <br />4 <br />