Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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- r against all actions, proceedings, claims and demands of all Persons, all paid for solely from the Trust Estate. Section 505. Priority of Lien: No Modification of Security; No Additional Indebtedness. The Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to any part of the fmancing contemplated hereby, and shall not create or suffer to be created any lien or charge upon the Trust Estate hereunder prior to or on a parity with or inferior to the pledge, security interest and lien created hereby for the payment of the principal of, premium, if any, and interest on the Bonds. The Issuer shall not, without the prior written consent of the Trustee, alter, modify or cancel, or agree to consent to alter, modify or cancel any agreement that relates to or affects the security for the Bonds in accordance with the standards set forth in the Indenture. Section 506. Reports. The Trustee shall furnish, at a requesting Bondholder's expense, to any Bondholder who requests copies thereof and furnishes an address to which such reports and statements are to be sent, copies of (a) any reports furnished to the Trustee with regard to the Project (including, but not limited to, the most recent annual financial and management audits with respect to the project and payment status reports with respect to the Note) and (b) annual statements of the Trustee with regard to fund balances. The Trustee shall also furnish to any rating agency rating the Bonds notice of any transfer of funds by the Trustee from the Debt Service Reserve Fund to the Bond Fund as a result of a default on the Loan and such additional information as is reasonably requested in order to maintain the rating on the Bonds, and shall provide a copy of such information to any Bondholder who owns $1,000,000 or more in aggregate principal amount of Bonds and to any other Bondholder who requests such information. Section 507. Tax Covenants. The Issuer covenants with the holders of the Bonds that notwithstanding any other provisions hereof or of any other instrument, and for so long as the Bonds remain Outstanding, money on deposit in the funds and accounts created hereunder, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other source, will not be used in any manner which would cause the Bonds to be "arbitrage bonds" under Section 148 of the Code and the Regulations thereunder or otherwise cause or permit the interest on the Bonds to become included in gross income for federal income tax purposes under the Code, and the Trustee agrees it will invest funds held under the Indenture in accordance with the terms of this Indenture and the Investment Instructions. This covenant shall extend, throughout the term of the Bonds, to all funds created hereunder and all money on deposit to the credit of any such fund. The Issuer and the Trustee each covenant for the benefit of the holders of the Bonds to enforce all obligations relating to the tax-exempt status of the Bonds. 3152.1 30