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<br />\ <br /> <br />, <br /> <br />. <br /> <br />. <br /> <br />Bondholders, but less than a quorum may adjourn the meeting <br />from time to time, and the meeting may be held as adjourned <br />without further notice, whether such adjournment shall have <br />been held by a quorum or by less than a quorum, The Agency <br />shall, by an instrument in writing, appoint a temporary <br />chairman of the meeting, and the meeting shall be organized by <br />the election of a permanent chairman and secretary. At any <br />meeting each Bondholder shall be entitled to one vote for every <br />$5,000 principal amount of Bonds with respect to which he shall <br />be qualified to vote as set forth above, and the vote may be <br />given in person or by proxy duly appointed by an instrument in <br />writing presented at the meeting. The Agency and/or the Fiscal <br />Agent by their duly authorized representatives and counsel, may <br />attend any meeting of the Bondholders, but shall not be <br />required to do so. <br /> <br />F, Vote Required, At any Bondholders' meeting there <br />shall be submitted for the consideration and action of the <br />Bondholders a statement of the proposed action for which <br />consent is desired, If the action is consented to and approved <br />by Bondholders holding at least sixty percent (60%) in <br />aggregate principal amount of the Bonds then outstanding <br />(exclusive of issuer-owned Bonds), the chairman and secretary <br />of the meeting shall so certify in writing to the Agency, The <br />certificate shall constitute complete evidence of consent of <br />the Bondholders under the provisions of this Resolution. A <br />certificate signed and verified by the chairman and the <br />secretary of any Bondholders' meeting shall be conclusive <br />evidence and the only competent evidence of matters stated in <br />the certificate relating to.proceedings taken at the meeting. <br /> <br />Section 24. Proceedings Constitute Contract; Events of <br />Default and Remedies of Bondholders, The provisions of this <br />Resolution, of the resolutions providing for the sale of the <br />Bonds and awarding the Bonds and fixing the interest rate or <br />rates thereon, and of any other resolution supplementing or <br />amending this Resolution, shall constitute a contract between <br />the Agency, the Bond Insurer and the Bondholders. The <br />provisions of any amendment shall be enforceable by the Bond <br />Insurer and any Bondholder for the equal benefit and protection <br />of all Bondholders similarly situated by mandamus, accounting, <br />mandatory injunction or any other suit, action or proceeding at <br />law or in equity that is now or may hereafter be authorized <br />under the laws of the State of California in any court of <br />competent jurisdiction, This contract is made under and is to <br />be construed in accordance with the laws of the State of <br />California, The following provisions shall not limit the <br />generality of the foregoing. <br /> <br />05-23-86 <br />1665k/2281/06 <br /> <br />-31- <br />