Regarding Issurance of economic development revenue refunding bonds Regency Place Project

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(c) Except as may be permitted in this Indenture, the Trustee shall not consent to any amendment to the Note, Mortgage or Building Loan Agreement unless the Trustee has received the prior written consent of FHA and unless the Trustee determines that such amendment will not adversely affect the security for the Bonds and will not adversely affect the sufficiency of payments under the Note and Mortgage (including FHA insurance benefits) for payment of debt service on the Bonds, taking into account income from the Debt Service Reserve Fund. (d) The Trustee, as mortgagee under the Mortgage, may consent to the Developer's incurring indebtedness in addition to the Note, secured by a lien on the Project on a parity with or subordinate to (but not superior to) the lien of the Mortgage, provided the Trustee shall first have received: (1) if the purpose for which such additional debt is being incurred is to pay or to complete the payment of the Costs of the Project, or to pay the Costs of Capital Additions, (a) a certificate of need or other evidence of compliance with any applicable requirements of Title 16, Article 1, Chapter 3.2 of the Indiana Code, as amended, and the rules and regulations thereunder or an opinion of Counsel that no further review or action is required under such statute and regulations, and (b) a certificate of the Developer stating (1) the estimated Cost of completion of the Project, or the Cost of such Capital Additions, as the case may be, (2) that the proceeds of such additional debt, together with any funds to be provided by the Developer, will be sufficient to pay such Costs and (3) that, except with respect to additional debt to complete the Project, no Event of Default hereunder or the Loan Agreement, Note, Mortgage or Regulatory Agreement has occurred and is continuing; (2) if such additional debt is to be insured by FHA and secured by the Mortgage, an increase in the FHA mortgage insurance to cover any increase in the principal amount of the indebtedness secured by the Mortgage, and executed counterparts of the evidence of indebtedness given by the Developer in respect of such additional debt, and any amendments to the Note and the Mortgage such that the revised payments of principal and interest to be made by the Developer shall be increased by at least an amount sufficient to pay when due the principal of and interest on such additional debt; (3) the consent of FHA to such additional debt and the security therefor, as required by Section 6 of the Regulatory Agreement; (4) if permitted by FHA, an executed counterpart of an amendment to the Mortgage providing that a default under such additional debt shall constitute an event of default under the Mortgage; 2975.1 49