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<br />I <br /> <br />" <br /> <br />. <br /> <br />. <br /> <br />. <br /> <br />C. Voting Qualifications. Bondholders may, prior <br />to any meeting, deliver their Bearer Bonds to the Fiscal Agent <br />and shall thereupon be entitled to receive an appropriate <br />receipt for the Bonds deposited, calling for the redelivery of <br />the Bonds at any time after the meeting. The Fiscal Agent <br />shall prepare and deliver to the chairman of the meeting a <br />statement of the names and addresses shown on the receipts for <br />the Bearer Bonds which have been deposited, and the names and <br />addresses of the registered owners of Fully Registered 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, or unless <br />they present their Bonds at the meeting or a certificate of <br />deposit of the Bonds satisfactory to the Agency, executed by a <br />bank of trust company. No Bondholders shall be permitted to <br />vote with respect to a larger aggregate principal amount of <br />Bonds than is set against their names on the statement, unless <br />they produce the Bonds upon which they desire to vote, or a <br />certificate of deposit thereof as above provided. <br /> <br />D. Issuer-Owned Bonds. The Agency covenants that <br />it will present at the meeting a certificate, signed and <br />verified by one of its member and by the Treasurer, stating the <br />serial numbers, maturities and principal amounts of all Bonds <br />owned by, or held for account of, the Agency or the City, <br />directly or indirectly. No person shall be permitted at the <br />meeting to vote or consent with respect to any Bond appearing <br />upon the certificate, or any Bond which is established at or <br />prior to the meeting to be owned by the Agency or the City, <br />directly or indirectly, and no such Bond (in this Resolution <br />referred to as "issuer-owned Bonds") shall be counted in <br />determining whether a quorum is present at the meeting. <br /> <br />E. Quorum and Procedure, A representation of at <br />least sixty percent (60%) in aggregate principal amount of the <br />Bonds then outstanding (exclusive of issuer-owned Bonds, if <br />any) shall be necessary to constitute a quorum at any meeting <br />of 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 />03-30-83 <br />4439P/2306/00 <br /> <br />-27- <br /> <br />3A <br />