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As the assignee of all right, title and interest of the Issuer in and to the Loan Agreement (except for
the Unassigned Issuer’s Rights), the Trustee is empowered to enforce each remedy, right and power granted
to the Issuer under the Loan Agreement. In exercising any remedy, right or power thereunder or under the
Indenture, the Trustee shall take such action as may be directed by the requisite percentage of the Holders
of the Bonds then Outstanding, applying the standards described in the Indenture.
Right of Holders to Direct Proceedings
Anything to the contrary in the Indenture notwithstanding, the Majority of the Holders of the Bonds
shall have the right at any time to direct, by an instrument or document in writing executed and delivered
to the Trustee, the method and place of conducting all proceedings to be taken in connection with the
enforcement of the terms and conditions of the Indenture or any other proceedings thereunder; provided,
that (a) any direction shall not be other than in accordance with the provisions of law and of the Indenture,
and (b) the Trustee shall be indemnified as provided in the Indenture.
Rights and Remedies of Holders
A Holder shall not have any right to institute any suit, action or proceeding for the enforcement of
the Indenture, for the execution of any trust of the Indenture, or for the exercise of any other remedy under
the Indenture, unless (a) there has occurred and is continuing an Event of Default of which the Trustee has
been notified as provided in the Indenture, or of which it is deemed to have notice under the Indenture, (b)
the Holders of at least 25% in aggregate principal amount of the Bonds then Outstanding shall have made
written request to the Trustee and shall have afforded the Trustee reasonable opportunity to proceed to
exercise the remedies, rights and powers granted in the Indenture or to institute the suit, action or proceeding
in its own name, and shall have offered indemnity satisfactory to the Trustee as provided for in the
Indenture, and (c) the Trustee thereafter shall have failed or refused to exercise the remedies, rights and
powers granted in the Indenture or to institute the suit, action or proceeding in its own name.
Notification (or notice), request, opportunity and offer of indemnity (as described above) are
conditions precedent in every case, to the institution of any suit, action or proceeding described above.
No one (1) or more Holders of the Bonds shall have any right to affect, disturb or prejudice in any
manner whatsoever the security or benefit of the Indenture by its or their action, or to enforce, except in the
manner provided therein, any remedy, right or power under the Indenture. Any suit, action or proceedings
shall be instituted, had and maintained in the manner provided in the Indenture for the benefit of the Holders
of all Bonds then Outstanding. Nothing in the Indenture shall affect or impair, however, the right of any
Holder to enforce the payment of the Bond Debt Service Charges on any Bond owned by that Holder at and
after the maturity thereof, at the place, from the sources and in the manner expressed in that Bond.
Waivers of Events of Default
The Trustee shall waive any Event of Default under the Indenture and its consequences and may
rescind and annul any declaration of maturity of principal of or interest on, the Bonds upon the written
request of: (a) the Majority of the Holders of the Bonds in respect of which an Event of Default in the
payment of Bond Debt Service Charges exists; or (b) the Holders of at least 25% in aggregate principal
amount of all Bonds then Outstanding, in the case of any other Event of Default. There shall not be so
waived, however, any Event of Default described in clauses (a) or (b) under the caption “Defaults; Events
of Default” above nor shall any declaration of acceleration in connection therewith be rescinded or annulled,
unless, at the time of that waiver or rescission and annulment, payments of the amounts provided under the
caption “Acceleration” above for waiver and rescission and annulment in connection with acceleration of
maturity have been made or provision has been made therefor. In the case of the waiver or rescission and
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