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<br />. <br /> <br />. <br /> <br />. <br /> <br />'; <br /> <br />the bond register as maintained by the Fiscal Agent. Notice <br />shall also be mailed to each Bondholder who has filed his name <br />and address with the Fiscal Agent for the purpose of receiving <br />notice. The place, date and hour of the meeting and the date <br />or dates of publishing and mailing the notice shall be <br />determined by the Agency in its 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. 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 or 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 />02-22-83 <br />4141P/2306/00 <br /> <br />SA' <br /> <br />-26- <br /> <br />11 ~ 4-3 <br />