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

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Note to you pursuant hereto. The Borrower further agrees not to pay or prepay said loans in whole or in part or accept a permanent first mortgage loan from any other lender other than you during the term of this Purchase Agreement, as the same may from time to time be extended. Section 5.2. Borrower Existence; Operation of Project; Transfers of Interests in Project and Borrower. (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect the Borrower's existence and standing as a Minnesota limited partnership duly qualified to transact business in the State of Indiana. The Borrower will at all times operate the Project so that it constitutes "economic development facilities" within the meaning of the Prior Act. (b) The Borrower will not sell, assign, transfer, encumber or convey any of its interest in the Real Estate or the Project to any other Person; (c) The Borrower will admit no additional partner, general or limited, and neither the Borrower nor any general partner thereof will transfer or permit the transfer of any partnership interest, general or limited; provided, however, that (i) transfers of present limited partnership interests to other Persons may be made; and (ii) transfers of any partnership interest resulting from the death or incompetency of a transferor may be made. (d) The Borrower will not merge or consolidate with or into any other Person or lease, sell or otherwise dispose of all, or a substantial portion of, its property, assets or business to any other Person without your prior written consent, which consent shall not be unreasonably withheld. Section 5.3. Limitations on Nature of Business. The Borrower will not, without your written consent: (a) engage in any business other than the ownership of the Project, the leasing of the Project to FBT and such other businesses as are reasonably incidental thereto; or (b) own any material property other than property included in the premises (as defined in the Mortgage); or (c) incur or have outstanding any indebtedness for borrowed money, other than the indebtedness evidenced by the Note and the Taxable Note. Section 5.4. Indemnification Covenants. The Borrower agrees to indemnify and save you and your officers harmless against and from all claims by or on behalf of any person, firm, or corporation arising from the conduct or management of, or from any work me