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

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or thing done on, the Project while any portion of the Bonds or the Taxable Note remain outstanding, and against and from all claims arising while any portion of the Bonds or the Taxable Note remain outstanding from (i) any condition of the Project, (ii) any breach or default on the part of the Borrower in the performance of any of its obligations under this Purchase Agreement, (iii) any act of negligence of the Borrower or of any of its agents, contractors, servants, employees or licensees, (iv) any act of negligence of any assignee or lessee of the Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Borrower, (v) any violation by the Borrower of state or federal securities law in connection with the offer and sale of the Bonds, or (vi) any performance by you of any act required under this Agreement or the Indenture or requested by the Borrower other than your negligence or willful misconduct. The Borrower agrees to indemnify and save you harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon. In case any such claim shall be made or action brought based upon any such claim in respect of which indemnity may be sought against the Borrower, upon receipt of notice in writing from you setting forth the particulars of such claim or action, the Borrower shall assume the defense thereof including the employment of counsel and the payment of all costs and expenses. You shall have the right to employ separate counsel in any such action and to participate in the defense thereof and the fees and expenses of such counsel shall be at the Borrower's expense. Section S.S. Insurance. The Borrower agrees to maintain all necessary insurance with respect to the Project in accordance with the requirements of the Mortgage. Section 5.6. Maintenance and Repair. The Borrower agrees that it will maintain and repair the Project in accordance with the requirements of the Mortgage. Section 5.7. Investments. The Borrower agrees that it will not make or suffer to exist any loan, advance, extension of credit (excluding accounts receivable arising in the ordinary course of business), or contribution of capital by the Borrower to any other Person or any investment in, or purchase or other acquisition of, the stock, notes, debentures or other securities of any other Person, or commitments therefor, except (a) short -term obligations of, or fully guaranteed by, the United States of America, (b) commercial paper rated Al by Standard and Poor's or P1 by Moody's Investors Service, Inc., (c) demand deposit accounts maintained in the ordinary course of business, and (d) certificates of deposit issued by commercial banks organized under the laws of the United States or any state thereof. -10-