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12316306v3 <br />-60- <br />ARTICLE XII <br />AMENDMENTS TO THE LOAN AGREEMENT, MORTGAGE AND LIMITED <br />GUARANTY <br />Section 12.01 Amendments to the Loan Agreement, Mortgage, and Limited Guaranty <br />Not Requiring Consent of Bondholders. The Issuer, the Borrower, and the Trustee shall without <br />the consent of or notice to the Bondholders consent to any amendment, change or modification <br />of the Loan Agreement, the Mortgage, or the Limited Guaranty as may be required (i) by the <br />provisions of the Loan Agreement, the Mortgage, the Limited Guaranty, or this Indenture, (ii) for <br />the purpose of curing any ambiguity or formal defect or omission, or (iii) in connection with any <br />other change therein which is not to the prejudice of the Trustee or the Holders of the Bonds. <br />Section 12.02 Amendments to the Loan Agreement, Mortgage, and Limited Guaranty <br />Requiring Consent of Bondholders. Except for the amendments, changes or modifications as <br />provided in Section 12.01 hereof, neither the Issuer nor the Trustee shall consent to any other <br />amendment, change or modification of the Loan Agreement, the Mortgage, or the Limited <br />Guaranty without the written approval or consent of the Holders of not less than a majority in <br />aggregate principal amount of the Bonds at the time outstanding given and procured as in this <br />Section provided; provided, however, that no such amendment, change or modification shall ever <br />affect the unconditional obligation of the Borrower to make Loan Repayments as they become <br />due and payable. If the Holders of not less than a majority in aggregate principal amount of the <br />Bonds outstanding hereunder at the time of the execution of any such amendment, change or <br />modification shall have consented to and approved the execution thereof as herein provided, no <br />Holder of any Bond shall have any right to object to any of the terms and provisions contained <br />therein, or in the operation thereof, or in any manner to question the propriety of the execution <br />thereof, or to enjoin or restrain the Trustee, the Issuer or the Borrower from executing the same <br />or from taking any action pursuant to the provisions thereof. <br />Section 12.03 No Amendment May Reduce Loan Repayments. Under no circumstances <br />shall any amendment to the Loan Agreement or Mortgage reduce the Loan Repayments without <br />the consent of the Holders of all the Bonds outstanding. <br />Section 12.04 Rights of Issuer. Neither the Issuer nor the Trustee has any duty or <br />obligation to consent to any proposed amendment to the Loan Agreement or Mortgage and may, <br />at the expense of the Borrower, request and receive an opinion of such counsel as the Issuer or <br />the Trustee may select in connection with any matter relating to a proposed amendment. <br />[The balance of this page is intentionally left blank.]