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

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execute in the name of the transferee a new Taxable Note or Taxable Notes in aggregate principal amount equal to the original principal amount of the Taxable Note so surrendered and deliver such new Taxable Note or Taxable Notes to such transferee. (b) All Taxable Notes presented or surrendered for transfer shall be accompanied (if so required by the Borrower) by a written instrument or instruments of assignment or transfer, duly executed by the holder or by its attorney duly authorized in writing. The Borrower shall not be required to make a transfer or an exchange of any Taxable Note for a period of five days preceding any payment date with respect thereto. No notarial seal shall be necessary for the transfer or exchange of any Taxable Note pursuant to this Section 6.5, and the holder of any Taxable Note issued as provided in this Section 6.5 shall be entitled to any and all rights and privileges granted under the Indenture, the Mortgage and this Purchase Agreement to the holder of a Taxable Note. (c) In case any Taxable Note shall become mutilated or be destroyed, lost or stolen, the Borrower, upon the written request of the holder thereof, shall execute and deliver a new Taxable Note in exchange and substitution for the mutilated Taxable Note, or in lieu of and in substitution for the Taxable Note so destroyed, lost or stolen. The applicant for a substituted Taxable Note shall furnish to the Borrower such security or indemnity as may be reasonably required by it to save it harmless from all risks, and the applicant shall also furnish to the Borrower evidence to its satisfaction of the mutilation, destruction, loss or theft of the applicant's Taxable Note and of the ownership thereof. In case any Taxable Note which has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Borrower may, instead of issuing a substitute Taxable Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Taxable Note), if the applicant for such payment shall furnish to the Borrower such security or indemnity as it may require to save it harmless, and shall evidence to the satisfaction of the Borrower the mutilation, destruction, loss or theft of such Taxable Note and the ownership thereof. If you or your nominee is the owner of any mutilated, destroyed, lost or stolen Taxable Note, then the affidavit of an authorized officer in form reasonably satisfactory to the Borrower setting forth the fact of destruction, loss or theft and your ownership of the Taxable Note at the time of such mutilation, destruction, loss or theft shall be accepted as satisfactory evidence thereof and no indemnity shall be required as a condition to execution and delivery of a new Taxable Note other than your written agreement to indemnify the Borrower. Section 6.6. The New Taxable Notes. (a) Each new Taxable Note (herein, in this Section 6.6, called a "New Taxable Note ") issued pursuant to Section 6.5(a) or (c) in exchange for or in substitution or in lieu of an outstanding Taxable Note (herein, in this Section 6.6, called an "Old Taxable Note ") shall be dated the date of such Old Taxable Note. The Borrower shall mark on each New Taxable Note (i) the date to which principal and interest have been paid on such Old Taxable Note, and (ii) all payments and prepayments of principal previously made on such Old Taxable Note which are allocable to such New Taxable Note. Interest shall be deemed to have been paid on such New Taxable Note to the date on which interest shall have been paid on such Old Taxable Note, and all payments and -13-