Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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SENT BY:KUTAKROCK ;11- 4-92 ; 2:23PM ; 2022230491-, 12192371125;#28 Y , ` (a) Bonds theretofore cancelled by the Trustee or theretofore delivered to the Trustee for cancellation; (b) Bonds for the payment or redemption of which money or obligations shall have been theretofore deposited with the Trustee in accordance with Article IX; and (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Indenture. In determining whether the holders of a requisite aggregate principal amount of Outstanding Bonds have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of this Indenture, Bonds that are owned by the Developer or the Issuer or any affiliate of any one of said entities (for the purpose of this definition, an "affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person) shall be disregarded and deemed not to be outstanding hereunder for the purpose of any such determination. For purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the. management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Developer, the Issuer or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of Counsel shall be full protection to the Trustee. The Trustee may conclusively assume that all Bonds are not so owned unless it has written notice to the contrary which references this Indenture. "Payment Date" means, (1) with respect to the Series A Bonds, while the Certificates bear . interest at the Weekly Reset Rate on the first day of each month; while the Ceritifates bear interest at the Term Reset Rate each February 1 and August I; and the first day of each month upon receipt by the Trustee of the Notice of Termination of Custody Agreement substantially in the form attached hereto as Exhibit [ ], payment date on each February 1 and August 1 and (ii) with respect to the Series B Bonds, February 1 and August 1 commencing on February 1, 1993. "Person" means any individual, corporation, partnership,joint venture, association,joint stock company, trust company, trust, unincorporated organization or government or any agency or political subdivision thereof. 3152.3 9