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<br />RESOLVED, that the Secretary or any Assistant Secretary of the Company are each <br />hereby authorized and empowered to certify and attest any documents which he or <br />she may deem necessary or advisable to consummate the transactions contemplated <br />by the documents heretofore authorized, provided that such attestation shall not be <br />required for the due authorization, execution and delivery or validity of the particular <br />document; and <br /> <br />RESOLVED, that the authority granted to the Senior Officers under the foregoing <br />resolutions shall be deemed to include, in the case of each such resolution, the <br />authority to perform such further acts and deeds as may be necessary or advisable, in <br />the judgment of such officers, to carry out the transactions contemplated thereby, and <br />all acts and deeds previously performed by the officers or counsel for the Company <br />and agents of the Company prior to the date of these resolutions that are within the <br />authority conferred hereby, are ratified, confirmed and approved as the authorized <br />acts and deeds of the Company; and <br /> <br />RESOLVED, that the foregoing powers and authorizations shall continue in full <br />force and effect until revoked in writing by the Company; <br /> <br />I FURTHER CERTIFY that the foregoing resolutions have not been altered, modified, <br />revoked or rescinded, and that the same remain in full force and effect on the date hereof. <br /> <br />IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Company as <br />of~, 2006. <br /> <br />dL- <br /> <br />Richard B. Dauphin <br />Assistant Secretary <br />CenterPoint Energy Houston Electric, LLC <br /> <br />050713 Cert Res Franchise Agmts.0604 cert.doc <br /> <br />2 <br />