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

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accounts and other financial records of the Borrower, and to discuss the affairs, finances and accounts of the Borrower with, and to be advised as to the same by, its officers at such reasonable times and intervals as you may designate. So long as no Event of Default shall have occurred, your expenses incurred in connection with any such inspection shall be paid by you. After the occurrence of any Event of Default, any expenses incurred by you in connection with such inspection shall be paid by the Borrower. Section 5.12. Use of Proceeds. The Borrower agrees that it will use the proceeds of the loan made hereunder to prepay Prior Taxable Note. SECTION 6. THE TAXABLE NOTES. Section 6.1. Execution of Taxable Notes. The Taxable Notes shall be signed on behalf of the Borrower by any person who, at the date of the actual execution of such Taxable Note, shall be a proper officer of the Borrower. Section 6.2. Direct Payment. Notwithstanding anything to the contrary contained in the Taxable Note, this Purchase Agreement or the Mortgage, in the case of any Taxable Note owned by you or your nominee or owned by any subsequent institutional holder which has given written notice to the Borrower requesting that the provisions of this Section 6.2 shall apply, the Borrower will punctually pay when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, without any presentment thereof, directly to you, to your nominee or to such subsequent institutional holder at its address or its nominee's address set forth beneath the your signature hereto or such other address as you, your nominee or such subsequent institutional holder may from time to time designate in writing to the Borrower or, if a bank account with a United States bank is designated for you or your nominee beneath the your signature hereto or in any written notice to the Borrower from the you, from your nominee or from any such subsequent institutional holder, the Borrower will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account in any United States bank as you, your nominee or any such subsequent institutional holder may from time to time direct in writing. Section 6.3. Business Day. Any payment or prepayment of amounts due on the Taxable Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next preceding Business Day without penalty. Section 6.4. The Register. The Borrower shall cause to be kept at its principal office a register for the registration and transfer of the Taxable Notes (herein called the "Register"). The names and addresses of the holders of the Taxable Notes, the transfers of the Taxable Notes and the names and addresses of the transferees of all Taxable Notes shall be registered in the Register. Section 6.5. Transfers and Exchanges of Taxable Notes; Lost or Mutilated Taxable Notes. (a) The holder of any Taxable Note may transfer such Taxable Note upon the surrender thereof at the principal office of the Borrower. Thereupon, the Borrower shall -12-