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ARTICLE X. <br /> AMENDMENTS TO THE FINANCING AGREEMENT <br /> Section 10.1. Amendments, etc., to Financing Agreement Not Requiring Consent of <br /> Bondholders. The Issuer and the Trustee with the consent of the Developer shall, without the <br /> consent of or notice to the Bondholders, consent to any amendment, change or modification of <br /> the Financing Agreement as may be required (i) by the provisions of the Financing Agreement <br /> and this Indenture, or (ii) for the purpose of curing any ambiguity or formal defect or omission, <br /> or (iii) in connection with any other change therein which, in the judgment of the Trustee, which <br /> may be based on advice of Counsel, is not to the prejudice of the Trustee, the Issuer or the <br /> Bondholders. <br /> Section 10.2. Amendments, etc., to Financing Agreement Requiring Consent of <br /> Bondholders. Except for the amendments, changes or modifications as provided in Section 10.1 <br /> hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or <br /> modification of the Financing Agreement without the written approval or consent of the <br /> Requisite Bondholders given and procured as in Section 9.2 provided. <br /> Section 10.3. Opinion of Counsel. Prior to consenting to any amendment, change or <br /> modification to the Financing Agreement, the Trustee shall be entitled to receive and <br /> conclusively rely upon an Opinion of Counsel to the effect that such amendment, change or <br /> modification is authorized or permitted pursuant to the terms of this Indenture. <br /> (End of Article X) <br /> -41 - <br /> I\11860514.2 <br />