Authorizing $2,500,000 Economic Development Revenue Bonds MMOB LTD Project

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entered into assignments (the "Assignment ") pursuant to which said partners have assigned all of their right, title and interest in and to the Ground Lease Agreement (as defined in the Original Loan Agreement), the Project, and the leases of tenants occupying the Project (the "Leases ") and the Successor Partnership has assumed the obligations of the Partnership under the Ground Lease Agreement, the Leases, the Original Loan Agreement, the Original Indenture, the Series A Note, and the Mortgage (identified in the Original Loan Agreement) (all listed documents referred to hereafter as the "Original Loan Documents "). The Trustee and the holders of not less than 66 2/30 of principal amount of the outstanding Series A Bonds have approved in writing the Assignment and the conveyance of the Project from the Partnership to the Successor Partnership pursuant to and in accordance with Sections 1102 and 1202 of the Original Indenture. The Successor Partnership may desire, in the future, to convey the Project to Memorial Hospital of South Bend, a not - for- profit corporation created and organized under the laws of the State of Indiana, lessor under the Ground Lease Agreement ( "Memorial Hospital ") or to Memorial Health Properties, Inc., an Indiana not - for - profit corporation and general partner of the Successor Partnership ( "Memorial Health Properties "). It is necessary that the Original Loan Agreement and the Original Indenture be supplemented in order to permit the above described conveyance and the Assignment. In accordance with the provisions of I.C. 36- 1 -5 -4, two (2) copies of a Supplemental Loan Agreement (the "Supplemental Loan Agreement ") and a Supplemental Indenture of Trust (the "Supplemental Indenture ") are on file in the Office of the Clerk for public inspection. - 2 -