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SOUTH BEND REDEVELOPMENT AUTHORITY, in consideration of the <br />premises and the acceptance of such Bonds by.,the holders thereof, <br />and the sum of One Dollar ($1) in hand paid by the Trustee, receipt <br />of which is hereby acknowledged, and especially in order to secure <br />the punctual payment of the principal of, premium, if any, and <br />interest on the Bonds to be issued and at any time outstanding <br />hereunder as the same shall become due, according to the tenor <br />hereof and thereof, and the faithful performance of all the <br />covenants and agreements contained in said Bonds and in this <br />Agreement, and in performance of the authority of every kind and <br />nature which said Authority has or may have, has executed and <br />delivered this Agreement and has pledged and assigned and by these <br />presents does hereby pledge and assign unto Norwest Bank Indiana, <br />N.A., as Trustee and to its successors in said trust and to its <br />assigns, the Lease (as hereinafter defined) and the Pledged Funds <br />(as hereinafter defined) subject to the provisions of this <br />Agreement requiring or permitting the application thereof for the <br />purposes and on the terms set forth in this Agreement. <br />The pledge herein made is and shall be subject to the <br />provisions of this Agreement for the equal and proportionate <br />benefit, security and protection of all holders of the Bonds issued <br />or to be issued under and secured by this Agreement, without <br />preference, priority or distinction as to lien or otherwise by <br />reason of the date of maturity thereof, or for any other reason <br />•whatsoever, subject to the provisions of this Agreement. <br />PROVIDED, HOWEVER, that if the Authority, its successors or <br />its assigns, shall well and truly pay, or cause to be paid, the <br />principal of the Bonds and the premium, if any, and the interest <br />due or to become due thereon, at the times and in the manner as set <br />forth in said Bonds in accordance with the terms hereof, and shall <br />well and truly keep, perform and observe all covenants and <br />conditions pursuant to the terms of this Agreement to be kept, <br />performed and observed by the Authority, and shall pay to the <br />Trustee all sums of money due, or to become due to it, in <br />accordance with the terms and provisions hereof, then this <br />Agreement and the rights hereby granted shall cease, determine and <br />be void, but otherwise, this Agreement shall remain in full force <br />and effect. <br />All Bonds issued and secured hereunder are to be issued, <br />authenticated and delivered, and all property hereby pledged is to <br />be dealt with and disposed of under, upon and subject to the terms, <br />conditions, stipulations, covenants, agreements, trusts, uses and <br />purposes as hereinafter expressed; and the Authority has agreed and <br />covenanted, and does hereby agree and covenant, with the Trustee <br />and with the respective owners, from time to time, of the said <br />Bonds or any part thereof, as follows: <br />0 -2- <br />