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changes, insertions and omissions as shall be approved by said President or Vice President (such <br />approval to be conclusively evidenced by such officer's execution and delivery thereof); and <br />each of the Secretary and any Assistant Secretary is hereby authorized to attest and affix the seal <br />of the Authority thereto. The Dealer Manager Agreement is hereby made a part of this <br />Resolution as though set forth in full herein and the same hereby is approved. <br />2. Each of the President, Vice President and the Executive Director of the Authority <br />is hereby authorized to execute and deliver the Tender Documents, in the form on file with the <br />Authority, with such changes, insertions and omissions as shall be approved by such officer or <br />Executive Director (such approval to be conclusively evidenced by the execution and delivery <br />thereof). The Tender Offer Documents are hereby made a part of this Resolution as though set <br />forth in full herein and the same hereby are approved. <br />3. Each of the President, Vice President and the Executive Director of the Authority <br />is hereby authorized to determine, in connection with the Tender Offer and after consultation <br />with the Authority's Financial Advisor, the following: (i) the aggregate principal amount of <br />Bonds to be purchased; (ii) the purchase price or purchase prices thereof; (iii) the amount of <br />Defeasance Obligations to be sold, which shall in all cases be in accordance with the provisions <br />of the escrow relating to the Bonds; and (iv) the timing for the Tender Offer, including any <br />extensions or modifications thereof. <br />4. Each of the President, Vice President, Secretary, any Assistant Secretary, the <br />Executive Director and any other officer of the Authority is hereby authorized to execute and <br />deliver any and all agreements, documents and instruments and to do and cause to be done any <br />and all acts and things deemed necessary or advisable for carrying out the transactions <br />contemplated by this Resolution. Each reference in this Resolution to the President, Vice <br />President, Secretary, Assistant Secretary or Executive Director shall refer to the person holding <br />such office or position, as applicable, at the time a given action is taken and shall not be limited <br />to the person holding such office or position at the time of the adoption of this Resolution. All <br />actions heretofore taken by the officers, employees and agents of the Authority in furtherance of <br />the transactions contemplated by this Resolution are hereby approved, ratified and confirmed. <br />5. This Resolution shall become effective immediately. <br />THE FOREGOING RESOLUTION is approved and adopted by the Authority this 19th <br />day of February, 2009. Q & <br />( <br />PRE T <br />Southern California Public <br />Power Authority <br />ATTEST: <br />´┐ŻE911ETARY <br />Southern California Public <br />Power Authority <br />2 <br />