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 4. REPRESENTATIONS AND COVENANTS OF THE BORROWER. The Borrower represents, warrants to you and to the Issuer and agrees as follows: (a) The Borrower is a limited partnership duly organized and existing under the laws of the State of Minnesota and duly qualified to do business in the State of Indiana, has power to enter into and by proper action has been duly authorized to execute, deliver and perform all of the Documents to which it is a party. (b) Neither the execution and delivery of any of the Documents to which the Borrower is a party, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of any of the Documents to which the Borrower is a party, conflicts with or results in a breach of any of the terms, conditions or provisions of the partnership agreement of the Borrower or of any restriction, agreement, or instrument to which the Borrower or any of its partners is now a party or by which it or any of its partners is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower or any of its partners under the terms of any instrument or agreement to which the Borrower or any of its partners is now a party or by which the Borrower or any of its partners is bound. (c) The proceeds from the sale of the Taxable Note will be applied to finance the prepayment of the Prior Taxable Note. None of the transactions contemplated by this Purchase Agreement, the Loan Agreement and the Indenture (including, without limitation, the use of the proceeds from the sale of the Taxable Note) will result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations G, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase any "margin security" within the meaning of said Regulation G, including margin securities originally issued by it. None of the proceeds from the sale of the Taxable Note will be used to purchase or carry (or refinance any borrowing the proceeds of which were used to purchase or carry) any "security" within the meaning of the Securities Exchange Act of 1934, as amended. (d) Except for the liens of the Mortgage and the Assignment of Lease, the Borrower has not assigned its right, title and interest in and to the Project to any other Person and there are no liens on the Borrower's interest therein except the liens of the Mortgage, the Leases, the Assignment of Lease and the Assignment of Rents. (h) The Borrower does not know of: (i) any violation of any Environmental Law that may have been committed or is about to be committed by the Borrower or at the Project, including without limitation, a violation relating to Releases, to air, surface water, land or groundwater, or to the withdrawal or use of groundwater, (ii) any administrative or judicial complaint or order that has been filed or is about to -7-