1. MIDA Bond Hospice of Red River Valley

Indenture is satisfied and discharged in accordance with its terms, this Loan Agreement may not be effectively amended, changed, modified, altered, or terminated without the written consent of the Trustee. SECTION 11.05. AMOUNTS REMAINING IN FUNDS. Except during the continuance of an Event of Default, any amounts remaining in the Funds created under Article V ofthe Indenture upon expiration or earlier termination of this Loan Agreement, as provided herein, and after adequate provision has been made for payment in full of the Bonds, in accordance with Section 3.2 of the Indenture, any additional charges payable to the Trustee and the Issuer, including Paying Agent's fees and expenses, and all other amounts required to be paid under this Loan Agreement, the Indenture, the Mortgage or the Assignment of Leases and Rents, shall forthwith be paid to the Corporation. SECTION 11.06. EXECUTION IN COUNTERPARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 11.07. REOUlRED ApPROVALS. Consents and approvals required by this Loan Agreement to be obtained from the Corporation, the Issuer or the Trustee shall be in writing and shall not be unreasonably withheld or delayed. SECTION 11.08. LIMITATION ON MUNICIPALITY LIABILITY. No agreements or provisions contained in this Loan Agreement nor any agreement, covenant or undertaking by the Issuer contained in any document executed by the Issuer in connection with the Facilities shall give rise to any pecuniary liability of the Issuer or a charge against its general credit or taxing powers, or shall obligate the Issuer financially in any way except with respect to the Facilities and the application of revenue therefrom and the proceeds ofthe Bonds. No failure ofthe Issuer to comply with any term, condition, covenant or agreement herein shall subject the Issuer to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from the Facilities or revenues therefrom or proceeds of the Bonds; and no execution of any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the Issuer. Nothing herein shall preclude a proper party in interest from seeking and obtaining specific performance against the Issuer for any failure to comply with any term, condition, covenant or agreement herein; provided, that no costs, expenses or other monetary relief shall be recoverable from the Issuer except as may be payable from the Facilities or its revenues. SECTION 11.09. REPRESENT A TIONS OF CORPORA TION. All representations made in this Loan Agreement by the Corporation are based on the Corporation's independent investigation of the facts and law, and accordingly no such representations are made in reliance upon any representations made or legal advice given by the Issuer, its Bond Counsel, or any of its agent, officers or employees. 11-2