1. MIDA Bond Hospice of Red River Valley

into it, or transfer all or the major portion of its assets to another such corporation or corporations (and thereafter dissolve or not dissolve as the Corporation may elect) ifthe following requirements are complied with and there has been delivered to the Issuer and the Trustee an opinion of legal counsel acceptable to the Trustee stating that there has been said compliance: (a) A corporation (the "Surviving Corporation") surviving such merger or resulting from such consolidation or transfer of assets will own and operate the Facilities and has expressly assumed in writing all of the obligations of the Corporation contained in this Loan Agreement. (b) The lien created by the Mortgage and the Assignment and the pledge of the revenues contemplated by this Loan Agreement will not in any manner be adversely affected thereby. ( c) The Surviving Corporation has met all applicable licensing requirements and has the same tax-exempt status required ofthe Corporation under this Loan Agreement and an opinion of Bond Counsel is obtained that the transaction will not adversely affect the validity of the Bonds or the exemption from federal income tax of the interest paid on the Bonds. (d) The Surviving Corporation will have a net worth (determined in accordance with generally accepted accounting principles, but excluding restricted fund balances) equal to or greater than that of the Corporation prior to the consolidation, merger or transfer of assets. Upon compliance with the foregoing conditions and delivery to the Trustee and the Issuer ofthe opinion of counsel required hereunder, the Issuer shall deliver to the predecessor corporation an instrument releasing the predecessor corporation from its obligations under this Loan Agreement. If consolidation, merger or sale or other transfer is made as provided in this Section 7.04, the provisions of this Section 7.04 shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section 7.04. SECTION 7.05. ANNUAL STATEMENT; CONTINUING DISCLOSURE. The Corporation shall have an annual audit made by an independent certified public accountant and shall fumish the Trustee and the Underwriter a copy of such audit promptly upon its completion but not later than one hundred fifty (150) days after the end of each Fiscal Year during the term of this Loan Agreement. Delivery of such financial statements to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice ofany information contained therein or determinable from the information contained therein, including the Corporation's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on a Corporate Representative's certificate. 7-3