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[Project Vote; Glendale and LA] <br />RESOLUTION NO. 2009-106 <br />RESOLUTION AS TO THE PROVISION OF CERTAIN <br />MATERIAL EVENTS DISCLOSURE INFORMATION <br />WITH RESPECT TO LINDEN WIND ENERGY PROJECT, <br />REVENUE NOTES, 2009 SERIES A <br />WHEREAS, the Board of Directors of Southern California Public Power Authority, a <br />political subdivision of the State of California ("SCPPA"), has authorized the issuance of <br />SCPPA's Linden Wind Energy Project, Revenue Notes, 2009 Series A (the "Notes") and has <br />executed the Indenture of Trust, dated as of September 1, 2009, from SCPPA to U.S. Bank <br />National Association, as trustee (as supplemented, the "Indenture"), relating to the Notes; and <br />WHEREAS, the Board of Directors of SCPPA hereby finds and determines that it is <br />necessary, in connection with the authorization and sale of the Notes, that SCPPA adopt this <br />resolution in order to assist the Participating Underwriter (such term, and all other capitalized <br />terms used herein without definition, having the respective meanings assigned thereto in Section <br />1 hereof) in complying with the Rule; <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of SCPPA as <br />follows: <br />1. Definitions. In addition to the definitions set forth in the Indenture, which apply <br />to any capitalized term used in this Disclosure Resolution unless otherwise defined in this <br />Disclosure Resolution, the following capitalized terms shall have the following meanings: <br />"Beneficial Owner" shall mean any person holding a beneficial ownership interest in <br />Notes through nominees or depositories (including any person holding such interest through the <br />book -entry only system of The Depository Trust Company), together with any other person who <br />is intended to be a beneficiary of this Disclosure Resolution under the Rule. <br />"Disclosure Resolution" shall mean this resolution, as the same may be amended or <br />supplemented from time to time in accordance with the provisions hereof. <br />"Dissemination Agent" shall mean any person or entity appointed by SCPPA and which <br />has entered into a written agreement with SCPPA pursuant to which such person or entity agrees <br />to perform the duties and obligations of Dissemination Agent under this Disclosure Resolution. <br />"Final Official Statement" shall mean the Official Statement of SCPPA relating to the <br />Notes, as amended, supplemented or updated. <br />"Listed Events" shall mean any of the events listed in Section 3(a) of this Disclosure <br />Resolution. <br />