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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: 
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