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<br />. <br /> <br />. <br /> <br />. <br /> <br />, ' <br /> <br />Any act done pursuant to a modification or amendment <br />consented to by the Bondholders shall be binding upon the <br />Owners of all of the Bonds and shall not be deemed an <br />infringement of any of the provisions of this Resolution or of <br />the Law, whatever the character of the act may be, and may be <br />done and performed as fully and freely as if expressly <br />permitted by the terms of this Resolution, and after consent <br />has been given, no Bondholder, whether attached to a Bond or <br />detached therefrom, shall have any right or interest to object <br />to the action, to question its propriety or to enjoin or <br />restrain the Agency or its officers from taking any action <br />pursuant to a modification or amendment. <br /> <br />A. Calling Bondholders' Meeting. If the Agency <br />shall desire to obtain the Bondholders' consent, it shall duly <br />adopt a resolution calling a meeting of the Bondholders for the <br />purpose of considering the action for which consent is desired. <br /> <br />B. Notice of Meeting. Notice specifying the <br />purpose, place, date and hour of a Bondholders' meeting shall <br />be mailed postage prepaid, to the respective registered owners <br />at their addresses appearing on the bond register as maintained <br />by the Fiscal Agent. The notice shall be mailed not less than <br />sixty (60) days nor more than ninety (90) days prior to the <br />date fixed for the meeting, and said notice shall set forth the <br />nature of the proposed action for which consent is desired. <br />The place, date and hour of the meeting and the date or dates <br />of mailing the notice shall be determined by the Agency in its <br />discretion. <br /> <br />The actual receipt by any Bondholder of notice of any <br />Bondholders' meeting shall not be a condition precedent to the <br />holding of the meeting, and failure to receive notice shall not <br />affect the validity of the proceedings at the meeting. A <br />certificate by the Secretary of the Agency approved by <br />resolution of the Agency, that the meeting has been called and <br />that notice has been given as provided herein, shall be <br />conclusive as against all parties and no Bondholder shall have <br />the right to show that he failed to receive actual notice of <br />the meeting. <br /> <br />C. Voting Qualifications. The Fiscal Agent shall <br />prepare and deliver to the chairman of the meeting a statement <br />of the names and addresses of the registered owners of the <br />Bonds. This statement shall show maturities, serial numbers <br />and principal amounts so that voting qualifications can be <br />determined. No Bondholders shall be entitled to vote at the <br />meeting unless their names appear upon the statement. No <br />Bondholders shall be permitted to vote with respect to a larger <br />aggregate principal amount of Bonds than is set against their <br />names on the statement. <br /> <br />11-30-84 <br />l282p/2281/04 <br /> <br />-26- <br />