Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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• SENT BY:KUTAKROCK ;11— 4-92 ; 2:31PM ; 20222304917 12192371125#42 deposits and disbursements from the Rebate Fund in accordance with the Investment Instructions and to invest the Rebate Fund pursuant to said Investment Instructions and deposit income from such'investments immediately upon receipt thereof in the Rebate Fund. The Investment Instructions shall be amended from time to time to accord with any regulations promulgated under or any amendment to Section 148(f) of the Code that affects the method of calculation of any rebate required-to be paid to the United States, with the written approval of Bond Counsel. If such regulations under or amendments to Section 148(f) of the Code operate to void the rebate requirements contained therein, any and all provisions of this Indenture and the Investment Instructions requiring amounts to be rebated to the United States shall cease to apply; provided, however, there is first delivered to the Trustee a written direction from the Issuer and an opinion of Bond Counsel to the effect that the discontinuance of the rebate payment by the Trustee on behalf of the Issuer to the United States will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. The Trustee may, but shall not be obligated to, advance funds to pay for-the calculations • required hereinabove, The Trustee shall have no responsibility for the accuracy or completeness of such calculations or for any matter relating to arbitrage rebate other than selection, in good faith, of a certified CPA or other professional and the Trustee's duty to follow the Investment - Instructions. •Section 411. Nonpresentment of Bonds. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption thereof or otherwise, if funds sufficient to pay such Bonds shall have been made available to the Trustee for the benefit of the holder thereof and shall have remained unclaimed for five years after such principal or interest has become due and payable, to the extent permitted by law and subject to receipt of indemnification satisfactory to the Trustee, such funds shall be paid to the Developer; and all liability of the Issuer and the Trustee to the holder thereof for the payment of such Bond shall forthwith cease, determine and be completely discharged; provided, however, that the Trustee, before being required to make any such payment to the Developer, shall cause to be published once in a financial newspaper or journal of general national circulation, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days nor more than 90 days from the date of such . publication, any unclaimed balance of such money then remaining will be paid to the Developer. The cost of such publication shall be paid from any funds then on deposit in the Bond Fund in • excess of the amount needed to pay principal and interest on the Bonds on the next succeeding Payment Date, and then from the unclaimed funds so held by the Trustee and otherwise by the - Developer. The obligation of the Trustee under this Section to pay any such funds to the Developer shall be subject to any provisions of law applicable to the Trustee or to such funds providing other requirements for-disposition of unclaimed property. 3152.1 28