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<br />" <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />B, Notice of Meeting. Notice specifying the purpose, <br />place, date and hour of a Bondholders' meeting shall be mailed <br />postage prepaid, to the respective registered owners at their <br />addresses appearing on the bond register as maintained by the <br />Fiscal Agent, The notice shall be mailed not less than sixty <br />(60) days nor more than ninety (90) days prior to the date <br />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 prepare <br />and deliver to the chairman of the meeting a statement of the <br />names and addresses of the registered owners of the Bonds, <br />This statement shall show maturities, serial numbers and <br />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 />D. Issuer-Owned Bonds, The Agency covenants that it will <br />present at the meeting a certificate, signed and verified by <br />one of its member and by the Treasurer, stating the serial <br />numbers, maturities and principal amounts of all Bonds owned <br />by, or held for account of, the Agency or the City, directly or <br />indirectly. No person shall be permitted at the meeting to <br />vote or consent with respect to any Bond appearing upon the <br />certificate, or any Bond which is established at or prior to <br />the meeting to be owned by the Agency or the City, directly or <br />indirectly, and no such Bond (in this Resolution referred to as <br />"issuer-owned Bonds") shall be counted in determining whether a <br />quorum is present at the meeting, <br /> <br />E, Quorum and Procedure. A representation of at least <br />sixty percent (60%) in aggregate principal amount of the Bonds <br />then outstanding (exclusive of issuer-owned Bonds, if any) <br />shall be necessary to constitute a quorum at any meeting of <br /> <br />05-23-86 <br />l665k/2281/06 <br /> <br />-30- <br />