8448-93 Authorizing City of South Bend Economic Development Revenue Refunding Bonds (First Bank Center Project) $8,030,384.77

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SECTION 2. CONDITIONS TO OBLIGATIONS. Your obligation to purchase the Bonds and the Taxable Note on the Closing Date shall be subject to the following conditions precedent: Section 2.1. Execution of Documents. On or prior to the Closing Date, the Indenture, the Loan Agreement, the Note, the Bonds, the Taxable Note, the Environmental Indemnity (as hereinafter defined), the Mortgage, the Assignment of Lease and the Assign- ment of Rents (collectively, the "Documents ") shall have been duly executed and delivered by the parties thereto and shall be in full force and effect on the Closing Date, and all filings and recordings required by law (including financing statements) in order to establish and maintain the rights and the lien and security interest of the Trustee under the Indenture in and to the Loan Agreement and the Note and under the Mortgage and the Assignment of Rents in and to the Project, shall have been duly made. Section 2.2. Closing Certificate of the Issuer. On the Closing Date, you shall have received a certificate dated such date and signed by the Mayor and the City Clerk of the Issuer, satisfactory to you and to Bond Counsel. Section 2.3. Tax Election Certificate. On the Closing Date, the Issuer shall have furnished evidence satisfactory in form and substance to you of the filing with the Internal Revenue Service District Director or the Director of the Regional Service Center, with whom the Borrower and any principal user of the Project is required to file its 1992 Federal consolidated income tax return, a statement in the form required by Section 1.103 - 10(b)(2)(vi) of the Regulations issued pursuant to Section 103(b)(6)(D) of the Internal Revenue Code of 1986, as amended, and the Borrower and any other such principal user shall have delivered any certification with respect thereto which counsel for the Issuer or bond counsel may have reasonably requested. Section 2.4. Opinions of Counsel. On the Closing Date, you shall have received from Chapman and Cutler, bond counsel and your special counsel, from the Corporation Counsel for the Issuer, from Lindquist & Vennum, counsel for the Borrower, and from Vince Tamburo, Esq., general counsel for FBT, opinions substantially to the effect set forth in Exhibits A, B, C and D, respectively, hereto, each of which opinions shall be satisfactory in form and substance to you and your special counsel. Section 2.S. Certificate of the Agency. On the Closing Date, you shall have received from the City of South Bend Department of Redevelopment (the "Agency ") containing its acknowledgment (i) that the Ground Lease for Private Development dated October 22 1979 (the "Ground Lease ") between the Agency, as lessor, and FBT, as lessee, is in full force and effect on the date thereof and that no Event of Default has occurred and is continuing thereunder, and (ii) as to such other matters as you shall reasonably request. Section 2.6. Proceedings Satisfactory. On the Closing Date, all proceedings taken in connection with the Project and the creation, issuance and sale of the Bonds, the execution and delivery of the other Documents and all other documents and papers relating thereto, -4-