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13068670v2 57 ARTICLE XII AMENDMENTS TO THE LOAN AGREEMENT, THE MORTGAGE AND THE GUARANTY Section 12.01 Amendments to the Loan Agreement, the Mortgage, and the Guaranty Not Requiring Consent of Bondholders. The Issuer, the Corporation and the Trustee shall without the consent of or notice to the Bondholders consent to any amendment, change or modification of the Loan Agreement, the Mortgage or the Guaranty as may be required (i) by the provisions of the Loan Agreement, the Mortgage, the Guaranty or this Indenture, (ii) for the purpose of curing any ambiguity or formal defect or omission, or (iii) in connection with any other change therein which is not to the prejudice the Holders of the Bonds, or in the judgment of the Trustee, is not to the prejudice of the Trustee. Section 12.02 Amendments to the Loan Agreement, the Mortgage, and the Guaranty Requiring Consent of Bondholders. Except for the amendments, changes or modifications as provided in Section 12.01 hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Loan Agreement, the Mortgage, or the Guaranty without the written approval or consent of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time outstanding given and procured as in this Section provided; provided, however, that no such amendment, change or modification shall ever affect the unconditional obligation of the Corporation to make Loan Repayments as they become due and payable. If the Holders of not less than a majority in aggregate principal amount of the Bonds outstanding hereunder at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the Issuer or the Corporation from executing the same or from taking any action pursuant to the provisions thereof. Section 12.03 No Amendment May Reduce Loan Repayments. Under no circumstances shall any amendment to the Loan Agreement, the Guaranty, or the Mortgage reduce the Loan Repayments without the consent of the Holders of all the Bonds outstanding. Section 12.04 Rights of Issuer. Neither the Issuer nor the Trustee has any duty or obligation to consent to any proposed amendment to the Loan Agreement, the Mortgage, or the Guaranty and, at the expense of the Corporation, upon the Trustee shall be provided with an opinion of such counsel as the Issuer or the Trustee may select in connection with any matter relating to a proposed amendment. [The balance of this page is intentionally left blank.]