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WHEREAS, Memorial Health Properties, Inc. has agreed to <br />assume all obligations of Grantors under said Lease and Trust <br />Indenture; and <br />WHEREAS, Grantors have, to the date hereof, performed each <br />and all of the terms imposed upon them under said Lease, including <br />the timely payments of all monthly installments; and <br />WHEREAS, Section 3.5 of said Lease authorizes Lessee (Grantors) <br />to "assign or sublet" the Leased Premises on condition that they <br />remain responsible for the obligations thereunder; and <br />WHEREAS, Section 5.-9'of said Lease grants the parties the right <br />to amend same by written agreement, on condition that the rights <br />and privileges of the holder of the bond shall not thereby be adversely <br />affect, and on the further condition that no addition obligation shall <br />be imposed upon the Trustee without its consent; and <br />WHEREAS, the proposed sale and assignment by Grantors to Grantee <br />will not adversely affect the bondholder nor will it impose any addi- <br />tional obligations on the Trustee; and <br />WHEREAS, The National Bank and Trust Company, of South Bend, <br />Indiana, as sole bondholder and Trustee, has given its consent to <br />said sale, a copy of which consent is herewith attached and marked <br />Exhibit B; and <br />WHEREAS, the South Bend Economic Development Commission has <br />given its consent to the sale by Grantors to Grantee, a copy of which <br />is herewith attached and marked Exhibit C; and <br />WHEREAS,.the Common Council of the City of South Bend, <br />Indiana, by Ordinance No. has given its consent to the <br />sale by Grantors to Grantee, a copy of which is herewith attached <br />and marked Exhibit D, <br />NOW, THEREFORE, Grantors hereby sell,.assign and transfer to <br />Memorial Health Properties, Inc. all of their right, title and interest <br />in and to said Lease. Grantee agrees to be bound by all of the <br />terms of said Lease and to assume all obligations of the Grantors <br />thereunder. <br />All guaranties given by Grantors with respect to said bond <br />-2- <br />