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12316306v3 <br />-52- <br />ARTICLE IX <br />CONCERNING THE BONDHOLDERS <br />Section 9.01 Execution of Instruments by Bondholders. Any request, direction, consent <br />or other instrument in writing required by this Indenture to be signed or executed by <br />Bondholders may be in any number of concurrent instruments of similar tenor and may be signed <br />or executed by such Bondholders in person or by agent duly appointed by an instrument in <br />writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be <br />sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with <br />regard to any action taken by it under such instrument if made in the following manner: <br />(a)The fact and date of the execution by any person of any such instrument may be <br />proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to <br />take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the <br />person signing such instrument acknowledged to him the execution thereof, or by an affidavit of <br />a witness to such execution. <br />(b)The ownership of Bonds shall be proved by the registration records kept under the <br />provisions of this Indenture. <br />Nothing contained in this Article shall be construed as limiting the Trustee to the proof <br />above specified, it being intended that the Trustee may accept any other evidence of the matters <br />herein stated which to it may seem sufficient. <br />Section 9.02 Waiver of Notice. Any notice or other communication required by this <br />Indenture to be given by delivery, publication or otherwise to the Bondholders or any one or <br />more thereof may be waived, at any time before or after such notice or communication is so <br />required to be given, by a writing mailed or delivered to the Trustee by the Holder or Holders of <br />all of the Bonds entitled to such notice or communication. <br />Section 9.03 Determination of Bondholder Concurrence. In determining whether the <br />Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, <br />request, direction, consent or waiver under this Indenture, Bonds which are owned by the Issuer <br />or the Borrower shall be disregarded and deemed not to be outstanding for the purpose of any <br />such determination, provided that for the purpose of determining whether the Trustee shall be <br />protected in relying on any such demand, request, direction, consent or waiver only Bonds which <br />the Trustee knows to be so owned shall be disregarded. Bonds so owned which have been <br />pledged in good faith may be regarded as outstanding for the purposes of this Section if the <br />pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds <br />and that the pledgee is not a person directly or indirectly controlling or controlled by or under <br />common control with the Issuer or the Borrower. In case of a dispute as to such right, any <br />decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. <br />Section 9.04 Bondholders' Meeting. A meeting of the Bondholders may be called at <br />any time and from time to time for any of the following purposes: