1. MIDA Bond Hospice of Red River Valley

(c) violation of any contract, agreement, or restriction by the Corporation relating to the Facilities which shall have existed at the commencement of the term of this Loan Agreement; (d) violation of any law, ordinance, or regulation affecting the Facilities or a part thereof or the ownership, occupancy, or use thereof; ( e) any statement or information relating to the expenditure of the proceeds ofthe Bonds contained in the "Certificate of Company" or similar document furnished by the Corporation to the Issuer or Trustee which, at the time made, is misleading, untrue, or incorrect in any material respect; and (j) any untrue statement or alleged untrue statement of a material fact contained in any offering material relating to the sale of the Bonds (as from time to time amended or supplemented) or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make statements therein not misleading, or failure to properly register or otherwise qualify the sale of the Bonds or failure to comply with any licensing or other law or regulation which would affect the manner whereby or to whom the Bonds could be sold. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice ofthe commencement of any action in respect of which indemnity may be sought against the Corporation under this Section, such person will notify the Corporation in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Corporation shall assume the defense of such action (including the employment of counsel who shall be counsel satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Corporation, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Corporation unless the employment of such counsel has been specifically authorized by the Corporation. The Corporation shall not be liable to indemnify any person for any settlement of any such action effected without its consent. The provisions of this Section 7.03 shall survive the payment and discharge of the Bonds. SECTION 7.04. CONTINUING EXISTENCE AND QUALIFICATION. During the term ofthis Loan Agreement, the Corporation will maintain its corporate existence and will not dissolve or otherwise dispose of all or the major portion of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; except, that the Corporation may, without violating the foregoing, but only with the prior written approval of the Trustee, consolidate with or merge into another nonprofit corpomtion qualified to do business in the State, or permit one or more other such corpomtions to consolidate with or merge 7-2