Approving Industrial Development Revenue Bonds MMOB LTD

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By the Indenture, the City will assign and pledge to the Trustee the City's rights under the Loan Agreement, including the right of the City to receive payments under the Series A Note, all as security for the payment of the Series A Bonds. The Series A Note and the assignment and pledge to the Trustee will constitute the sole security for the Series A Bonds. The Series A Bonds and the interest thereon shall be a valid claim of the respective holders only against the Bond. Fund created under the Indenture and other moneys held by the Trustee. The City will have no ownership interest in the Project, and the Series A Bonds will not be secured by any mortgage or other security interest in the Project or in any other property of the Partnership, provided, however, the Loan Agreement and Series A Note shall be secured by a mortgage on the Project from the Company to the Trustee as provided in the Loan Agreement. The Series A Bonds do not and shall never constitute an indebtedness of, or a charge against the general credit or taxing power of the City. Section 5. Additional Bonds. The City may authorize the issuance of Additional Bonds upon the terms and conditions provided in the Indenture and the Loan Agreement. Section 6. Sale of the Series A Bonds. The Mayor, City Controller and City Clerk of the City are hereby authorized and directed to deliver the Series A Bonds at a price of par plus accrued interest to the date of delivery and payment therefor to the respective purchasers who have executed an investment letter directed to the City and Traub & Company, Inc., Indianapolis, Indiana, in the form prepared by said Traub & Company, Inc. which has prepared at the request of the Partnership a placement memorandum describing the Series A Bonds. The proceeds of sale shall be deposited with the Trustee pursuant to the Indenture. Section 7. Indenture. In order to secure the payment of the principal of and interest on the Series A Bonds, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the City, the Indenture in substantially the form submitted to the Common Council, which is hereby approved in all respects. Section 8. Loan Agreement. In order to provide for the loaning of the proceeds of the Series A Bonds to the Partnership to provide for acquisition and construction of the Project and the payment by the Partnership of amounts sufficient to pay the principal of, premium, if any, and interest on the Series A Bonds, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the City the Loan Agreement in substantially the form submitted to this Common Council, which is hereby approved in all respects. Section 9. Acceptance of Series A Note. In connection with the Series A Bonds, the City accepts as security for such Series A Bonds the Series A Note of the Partnership. The Series A Note shall be in substantially the form attached to the Loan Agreement and shall be secured by a mortgage on the project from the Company to the Trustee in substantially the form also attached to the Loan Agreement, but the Series A Note shall not constitute an obligation of any partner or partners of the Partnership. Section 10. Approval of Leases. The City recognizes that the Partnership is a developer as defined in the Act and will be leasing space in the Project to doctors and other.health care users, which leasing is hereby approved. Section 11. Election. The City elects to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code apply to the Series A Bonds and the Mayor or City Clerk is authorized and directed to make such election prior to the issuance and delivery of the Series A Bonds in accordance with the applicable regulations or procedures of the Internal Revenue Code. -3-