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

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In the case of Bonds issued upon exchange or transfer, the Trustee shall require that the bondholder requesting exchange or transfer pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Section 210. Taxability. The Issuer acknowledges that it is intended that interest on the Bonds will not be wholly excludable from the taxable investment income or the gross income of any holder thereof (other than by reason of any such holder being a substantial user or related person as defined in Section 103(b)(9) of the Code) for Federal income tax purposes, and the stated interest rate of the Bonds reflects such exemption. Accordingly, in the event of a Determination of Taxability (as defined in the Loan Agreement): (a) The interest rate on the Bonds shall be increased to 6.90% per annum, effective as of the date from which interest on the Bonds first became not wholly excludable. On the first day of the first month following the Determination of Taxability, in addition to the regular monthly payment, a payment shall be made for all past additional interest at such higher rate due from the date that interest on the Bonds first became taxable to the first day of the first month following the Determination of Taxability. If, on the first day of the second month following the Determination of Taxability, any monthly payments under the Bonds consist of principal and interest, the amount of such monthly payments shall be recomputed by determining the monthly payment necessary to fully amortize the then outstanding principal sum over the then remaining term of the Bonds, at the higher rate of interest of 6.90% per annum (provided, however, that this provision is not intended to authorize the extension of the final maturity on the Bonds). The provisions of this paragraph shall be self- executing without the need for any modification or amendment of the Bonds; and, (b) At their sole option, and as provided in Section 301(b) hereof, the holders of one -half in aggregate principal amount outstanding of the Bonds may declare the entire principal amount and interest thereof due and payable, effective not less than 10 days following written notice of the exercise of said option by such holders. All amounts received by the Trustee pursuant to this Section 210 shall be allocated and paid to the holders and the prior holders of the Bond in relation to the periods for which such Bonds were held and the increased interest rates payable with respect to such periods. The provisions of this Section 210 shall survive payment in full of the Bonds and release and termination of this Indenture. ARTICLE III PREPAYMENT OF BONDS BEFORE MATURITY Section 301. Prepayment. (a) The Bonds are subject to prepayment in whole or in part (pro rata as provided in Section 304 hereof) at the option of the Trustee from moneys deposited with the Trustee in the Bond Fund pursuant to the terms of the Mortgage. If -18-