1. MIDA bond loan modification-YMCA

constitute a default under any of the foregoing,or result in the creation or imposition of any liens, charges or encumbrances of any nature upon any of the property or assets of the Corporation contrary to the terms of any instrument or agreement. (e) There is not pending any suit, action, or proceeding against or affecting the Corporation before or by any court,arbitrator,administrative agency or other governmental authority which challenges the power or authority of the Corporation to enter into this Agreement or which materially and adversely affects the validity, as to the Corporation, of any of the transactions contemplated hereby or the ability of the Corporation to perform its obligations hereunder or as contemplated hereby. W The Corporation is duly authorized and licensed to operate the Facilities under,and the Facilities are in substantial compliance with,the laws,rulings,regulations and ordinances of the State of North Dakota and the departments, agencies and political subdivisions thereof. SECTION 4. MODIFICATION OF INTEREST RATE. The interest rate on the Bonds, as set forth in the Bond, shall be reduced from 4.79% to % for the period commencing November 1, 2014, until the Maturity Date or earlier redemption date. The Basic Payments due under Section 4.02(a) of the Loan Agreement shall be adjusted to reflect the reduction in interest payable on the Bonds. The Issuer shall execute and deliver to the Lender a replacement Bond in substantially the form attached hereto as Exhibit A. The Lender shall attach a revised amortization schedule specifying the principal and interest payments on the Bonds at the revised interest rate. SECTION 5. MODIFICATION OF MORTGAGE AND ASSIGNMENT. Sanford YMCA will execute and deliver such modifications of the Mortgage and Assignment as requested by the Lender and will record such modifications in the office of the County Recorder of Cass County, North Dakota. The Issuer,the Corporation and Sanford YMCA will also file such financing statements as the Lender or Counsel may deem necessary or desirable to perfect or protect the security interest of the Lender. SECTION 6. REVISED REFERENCES. All references in the Original Loan Agreement, the Mortgage and the Assignment to the "Bonds" shall hereinafter be deemed to refer to the Bonds as modified by this Agreement. All references in the Original Loan Agreement, the Mortgage and the Assignment to the "Loan Agreement" shall hereinafter be deemed to refer to the Loan Agreement as modified by this Agreement. SECTION 7. TAX COVENANTS. In order to ensure that the interest on the Bonds shall continue to be excluded from gross income for purposes of federal income taxation,the Corporation specifically represents, warrants and covenants with the Issuer, the Lender and all Holders of the Bonds that: -3-