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RESOLUTION NO. 2013-030 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY AUTHORIZING OFFICIALS <br />TO EXECUTE AND DELIVER THE ISDA "DF PROTOCOL" AND/OR THE <br />"IECA SUPPLEMENT" RELATING TO SWAPS AND THE EXECUTION <br />AND DELIVERY OF RELATED DOCUMENTS; AND APPROVE CERTAIN <br />OTHER ACTIONS RELATED THERETO <br />WHEREAS, the Southern California Public Power Authority (the "Authority") currently <br />has several swap transactions outstanding; and <br />WHEREAS, final rules have been promulgated to implement certain regulations <br />governing the derivatives markets under the Dodd -Frank Wall Street Reform and Consumer <br />Protection Act; and <br />WHEREAS, in order to assist swap dealers with their compliance with the new rules, the <br />International Swaps and Derivatives Association has published the ISDA August 2012 Protocol <br />("DF Protocol") and the International Energy Credit Association has published the Amendment <br />Adopting, Incorporating and Amending the ISDA August 2012 DF Supplement ("IECA <br />Amendment"); and <br />WHEREAS, a number of the swap counterparties to the Authority's outstanding swaps <br />have requested the Authority to enter into the DF Protocol and/or the IECA Amendment; and <br />WHEREAS, in order to facilitate future swap transactions, including the amendment, <br />novation or termination (full or partial) of its existing swap transactions, the Authority wishes to <br />enter into the DF Protocol and/or the IECA Amendment. <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the East Bay Municipal <br />Utility Authority as follows: <br />Section 1. Authorization to Enter Into DF Protocol and/or IECA Amendment, The <br />President of the Authority, the Vice -President, the Secretary, the Executive Director and the <br />Director of Finance and Accounting or the designee of any of such officers is hereby authorized <br />and directed, for and in the name of and on behalf of the Authority, to enter into the DF Protocol <br />and/or the IECA Amendment, to execute and deliver all related documents, and to take any other <br />actions necessary or desirable to cause the Authority to enter into and comply with the DF <br />Protocol and/or the IECA Amendment, subject to such modifications as the officers of the <br />Authority, based upon the advice of the Authority's Financial Advisor or Bond Counsel, may <br />deem to be in the best interest of the Authority. <br />Section 2. Additional Authorization; Ratification. The President of the Authority, the <br />Vice -President, the Secretary, the Executive Director and the Director of Finance and <br />Accounting or the designee of any of such officers and such other proper officers of the <br />Authority be and they hereby are authorized, individually and collectively, to take all actions and <br />execute and deliver all documents and agreements as they may deem necessary or desirable in <br />order to carry out the purposes of this Resolution. All actions heretofore taken by the officers, <br />