1. MIDA Bond Hospice of Red River Valley

under the Loan Agreement to the Trustee as security for payment of the Bonds under an Indenture of Trust dated as ofJuly 1,2007 (the "Indenture"). 3. Under the provisions of the Act, and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the County is not subject to any liability thereon; nor shall the holder of any Bonds ever have the right to compel any exercise by the County of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the County except the interest of the County in the Loan Agreement which have been assigned to the Trustee under the Indenture; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable upon any property of the County except the interest of the County in the Loan Agreement which has been assigned to the Trustee under the Indenture; the Bonds shall recite that the Bonds are issued without obligation on the part of the State or its political subdivisions, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and, the Bonds shall not constitute a debt of the County within the meaning of any constitutional or statutory limitation. 4. Subject to the approval of the County's counsel, the forms of the Loan Agreement, the Bond Purchase Agreement and the Indenture and all other documents necessary for the issuance of the Bonds are approved. The Loan Agreement, the Bond Purchase Agreement and the Indenture, in substantially the forms submitted to the County Auditor, are directed to be executed in the name and on behalf of the County by the Chair or other member of the County Commission and the County Auditor. The Chair or other member of the County Commission is authorized and directed to sign the Bond Purchase Agreement upon the terms and conditions stated therein and at a price not less than 98% ofthe principal amount of the Bonds and at an average net interest rate not exceeding 6.50% per annum. Any other documents and certificates necessary to the transaction described above shall be executed by the appropriate County officers. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and reported as provided herein and in the Loan Agreement and Indenture. 5. The County hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of paragraph (3) of Section 265(b) of the Internal Revenue Code of1986, as amended (the "Code"), and covenants that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under Section 103(a) ofthe Code) from gross income for federal income taxes (excluding, however, private activity bonds, as defined in Section 141 of the Code, other than qualified 501(c)(3) bonds as defined in Section 145 of the Code), including the Bonds, have been or shall be issued by the County, including all subordinate entities of the County, during the calendar year 2007. 6. The County shall forthwith proceed to issue its Bonds, in the form and upon the terms set forth in the Indenture. The Chair or other member of the County Commission and County Auditor are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bond Purchaser. -2-