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<br />.. <br /> <br />. <br /> <br />. <br /> <br />. <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 />F. Vote Required. At any Bondholders' meeting <br />there shall be submitted for the consideration and action of <br />the 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 and the Bondholders. The provisions of any <br />amendment shall be enforceable by any Bondholder for the equal <br />benefit and protection of all Bondholders similarly situated by <br />mandamus, accounting, mandatory injunction or any other suit, <br />action or proceeding at law or in equity that is now or may <br />hereafter be authorized under the laws of the State of <br />California in any court of competent jurisdiction. The <br />contract is made under and is to be construed in accordance <br />with the laws of the State of California. The following <br />provisions shall not limit the generality of the foregoing. <br /> <br />02-22-83 <br />4l41P/2306/00 <br /> <br />SA. <br /> <br />-27- <br /> <br />If"/-<+- <br />