Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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i t shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the holders of the Bonds pursuant to this Indenture, unless such holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; (g) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer and the Developer, personally or by agent or attorney; (h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys but the Trustee shall be responsible for any misconduct or negligence on the part of such agent or attorney; (i) notwithstanding anything to the contrary contained in this Indenture, the Trustee shall have the right, but shall not be required, to demand, with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to those matters required by the terms hereof as a condition of such action by the Trustee, all as is deemed desirable by the Trustee for the purpose of establishing the right of the Issuer or the Developer, as the case may be, to the authentication of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee; (j) the Trustee shall not be required to take notice or be deemed to have notice of any default hereunder except failure in any of the payments to the Trustee required to be made by Article IV unless the Trustee shall be specifically notified in writing of such default by the Issuer or the holders of at least 25% of the Bonds or shall otherwise have actual knowledge thereof; and (k) all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective, be delivered at the principal corporate trust office of the Trustee at its Notice Address. 2975.1 46