Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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(b) If the Developer fails to make any payment required under the Note or Mortgage and such failure continues for a period of 30 days, or if following a default by the Developer in the performance of any covenant in the Regulatory Agreement, FHA shall have requested, and the Trustee shall have declared, an acceleration of the unpaid principal balance of the Note, the Trustee shall promptly (and in no event later than 15 days after the end of the 30-day grace period for failure to make payments under the Note and Mortgage) give, or cause the Mortgage Banker to give, written notice to FHA (i) of the occurrence of such default, (ii) of the Trustee's election to assign the Note and Mortgage to FHA, (iii) of the Trustee's intention to file a claim for the FHA mortgage insurance in accordance with FHA regulations, and (iv) of the fact that the Mortgage was given to secure the Bonds. Simultaneously with the giving of such notice to FHA, the Trustee shall give notice of its intent to file such claim to all Bondholders in the same manner prescribed in Article III hereof for notices of redemption. Unless directed in writing to the contrary by the holders of one hundred percent (100%) in aggregate principal amount of the Bonds Outstanding within 20 days of the date such notice was sent to FHA and the Bondholders, the Trustee shall take all actions necessary to assign the Note and Mortgage to FHA and to recover such claim on the FHA mortgage insurance. In no event shall the assignment of the Note and Mortgage be completed later than the last business day preceding the 30th day following the giving of notice to FHA, unless an extension to such time period is approved by FHA in writing, but in no event shall such extension exceed six months. If, prior to the date the Note and Mortgage are assigned to FHA(pursuant to this paragraph or paragraph (C) below) the Developer (i) pays all amounts due under the Note, Mortgage and Regulatory Agreement and cures any other defaults thereunder, and (ii) delivers to the Trustee investment obligations which are in an equal principal amount, bear interest at the same rate and mature on the same date as the investments, if any, in the Reserve Account which have been sold to pay interest on the Bonds pursuant to Section 406 hereof, then (iii) notwithstanding the provisions of this paragraph and paragraph (C) below, the Trustee shall withdraw its notice of assignment to.FHA (and give notice to the Bondholders that such notice of assignment has been withdrawn, provided the Trustee shall first have received confirmation from FHA that withdrawing notice of assignment will not adversely affect FHA's insurance of the Note, or be construed as a waiver or reduction thereof. The preceding sentence shall not apply to any subsequent default by the Developer as described in the first sentence of this paragraph. (c) If a non-monetary default by the Developer under the terms of the Mortgage shall have occurred, the Trustee shall, within 30 days after the occurrence of such default, on the basis of its determination as to which course of action shall be in the best interest of the Bondholders and without liability for any such determination, either: (1) declare, or cause the Mortgage Banker to declare, an acceleration of the unpaid principal balance of the Note by notice in writing to the Developer, and shall promptly (and in no event later than 15 days after the end of the 30-day grace period following the occurrence of such default under the Mortgage) give, or cause the Mortgage Banker to give written notice to FHA (i) of the occurrence of such default, (ii) 2975.1 38