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the conveyance of the Project and the assignment by the <br />Partnership to the Successor Partnership of its obligations <br />and liabilities under the Original Loan Documents, and to <br />confirm the exemption of the conveyance of the Project to <br />the Successor Partnership from provisions in the Original <br />Indenture requiring redemption of the Series A Bonds in the <br />event of a sale of the Project, the Mayor and the City Clerk <br />shall execute, acknowledge and deliver, in the name and <br />behalf of the Issuer, the Supplemental Indenture, in <br />substantially the form submitted to this Common Council, which <br />Supplemental Indenture is hereby approved in all respects. <br />Section 4. Future Conveyance of the Project. Nothing <br />in this Supplemental Bond Ordinance nor in Sections 5.1, 7.4 <br />or 7.5 of the Original Loan Agreement shall be deemed to <br />prohibit the sale or conveyance of the Project by the Successor <br />Partnership to Meorial Hospital or to Memorial Health <br />Properties, Inc., and the assignment by the Successor <br />Partnership and assumption by Memorial Hospital or Memorial <br />Health Properties, Inc. of all obligations and liabilities <br />of the Successor Partnership under the Original Loan Documents, <br />as amended and supplemented by the Supplemental Loan Agreement <br />and Supplemental Indenture; said sale or conveyance, and <br />assignment and assumption are hereby authorized, and no <br />further approval by the Issuer shall be necessary. <br />Section 5. General. The Mayor and City Clerk be and <br />they are each hereby authorized and directed, in the name and <br />on behalf of the Issuer, to execute any and all instruments, <br />perform any and all acts, approve any and all matters, and do <br />any and all things deemed by them, or any of them, to be <br />necessary or desirable in order to carry out the purposes of <br />- 4 - <br />