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

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be filed against the Borrower alleging violations of any Environmental Law or requiring the Borrower to take any action in connection with the Release of any Hazardous Material into the environment at, to or from the Project, (iii) any notice from a Federal, state, or local governmental agency or private party alleging that the Borrower is or may be liable or responsible for costs associated with a response to or cleanup of a Release of any Hazardous Material into the environment at, to or from the Project or any damages caused thereby, (iv) any notice that the Borrower is subject to Federal, state or local inquiry or investigation evaluating whether any removal or remedial action is needed to respond to the Release of any Hazardous Materials into the environment at, to or from the Project, (v) any past ownership or use of the Land, after all appropriate inquiry consistent with good commercial and customary practice in an effort to minimize liability which takes into account the "innocent landowner" provision set forth at 42 U.S.C. §9601(35), that resulted in a Release of Hazardous Materials onto the Land, (vi) any permits, licenses and approvals necessary for operating the Project, which have not been obtained or are not in good standing, or (vii) any environmental health or safety condition at the Project or any other property which could materially and adversely affect the ability of the Borrower to perform its obligations under any of the Documents to which it is a party. (i) Neither the Borrower nor Hunter, Keith, Marshall & Co. (the only Person authorized or employed by the Borrower as agent, broker, dealer or otherwise in connection with the offering or sale of the Bonds or the Taxable Note or any similar security) has offered any of the Bonds or the Taxable Note or any similar security for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than to you and not more than other institutional investors, each of which was offered a portion of the Bonds or the Taxable Note at private sale for investment and each of which the Borrower or such agent had reasonable grounds to believe, and did believe, and, as to you, after reasonable inquiry does believe, has such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of investment in the Bonds or the Taxable Note. The Borrower agrees that neither the Borrower nor anyone acting on the behalf of the Borrower with its consent will offer the Bonds or the Taxable Note or any part thereof or any similar security for issue or sale to, or solicit any offer to acquire the Bonds or the Taxable Note or any part thereof from, anyone so as to bring the issuance and sale of the Bonds or the Taxable Note within the provisions of Section 5 of the Securities Act of 1933, as amended. SECTION 5. AGREEMENTS OF PARTIES. Section 5.1. Agreement of Borrower to Accept Financing. The Borrower agrees to accept the loan to be made to it (for the purpose of prepaying the Prior Note) pursuant to the Loan Agreement from the proceeds of the sale of the Bonds to you pursuant hereto. The Borrower agrees to accept the loan to be made to it (for the purpose of prepaying the Prior Note) pursuant to this Purchase Agreement from the proceeds of the sale of the Taxable