AMENDED AND RESTATED LOAN AGREEMENT between IRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP as Borrower and FIRST INTERNATIONAL BANK & TRUST as Lender November 20, 2013

(a)

Each time the Borrower desires an Advance under the Revolving Credit Facility pursuant to Section 2.01, such request shall be in the Advance Request form (which may be delivered by electronic means acceptable to the Lender), and must be given so as to be received by the Lender not later than 11:00 a.m., Minot, North Dakota time, on the date of the requested Advance.

(b)

Borrower is limited to three (3) Advances each calendar quarter unless additional Advances are approved by Lender in its sole discretion.

(c)

Each request for an Advance must be for an Advance of at least $1,000,000; provided however, the initial Advance must be (i) equal to or greater than the Minimum Principal Balance, and (ii) requested by Borrower on or before the date of this Agreement.

(d)

Each request for an Advance shall specify (i) the borrowing date (which shall be a Business Day), (ii) the amount of such Advance, (iii) the purpose of such Advance, and (iv) any additional information required by this Agreement or reasonably requested by Lender.

(e)

Any request for an Advance shall be deemed to be a representation that no event has occurred and is continuing, or will result from such Advance, which constitutes a Default or an Event of Default, and that the Borrower's representations and warranties contained in Article 4 are true and correct as of the date of the Advance as though made on and as of such date.

(f)

Unless the Lender determines that any applicable condition specified in Article 3 has not been satisfied or an Event of Default has occurred or would result therefrom, the Lender will make the amount of the requested Advance available to the

 

Borrower at the Lender's office located in Minot, North Dakota, or such other location as the Lender may designate from time to time, in immediately available funds not later than 5:00 p.m., Minot, North Dakota time, on the date requested.

(g)

The Borrower shall be obligated to repay all Advances the Lender determines were requested on behalf of the Borrower notwithstanding the fact that the person requesting the same was not in fact authorized to do so.

(a)

The Lender shall enter in its records the amount of each Advance under, and the payments made on, the Revolving Credit Facility, and such records shall be deemed conclusive evidence of the subject matter thereof, absent manifest error.

(b)

The unpaid principal amount of the Revolving Credit Facility shall bear interest in arrears at the Revolving Interest Rate.

(c)

Interest on the Revolving Credit Facility shall be computed on the basis of a year consisting of three hundred sixty (360) days, but charged for the actual days the principal remains outstanding.

(d)

The Borrower promises to pay interest on the unpaid principal amount of the Revolving Credit Facility for the period commencing on the date of this Agreement until the Revolving Credit Facility is paid in full.

(e)

Interest will accrue on any Advance beginning on the date of such Advance and continuing up to and including the date that such Advance is repaid.

(f)

In the event that any interest is not paid within ten (10) days after the due date thereof, the Borrower shall pay to the Lender a late charge equal to five percent (5%) of such overdue amount or $5.00, whichever is greater.  This late charge is in addition to any default rate of interest that may be imposed.

(i)

Such Eligible Additional Real Property must be acceptable in the Lender's sole but reasonable discretion;

(ii)

Borrower must satisfy the conditions precedent set forth in Article 3 with respect to each Eligible Additional Real Property;

(iii)

Borrower must grant Lender a first priority Mortgage in such Eligible Additional Real Property in form and substance reasonably acceptable to Lender; and

(iv)

Borrower must provide Lender with such due diligence items or other information requested in Lender's sole but reasonable discretion.

(a)

No Default or Event of Default shall have occurred and be continuing at the time of the release;

(b)

For each Released Property, the Borrower must make a principal prepayment on the Revolving Credit Facility equal to the value of such Released Property (as reasonably determined by Lender), divided by the collective value of the Properties (as reasonably determined by Lender), then multiplied by the outstanding principal balance of the Revolving Credit Facility; provided, however, that such principal prepayment shall only be required if release of such Released Property will result in a Borrowing Base Deficiency; and

(c)

The Borrower shall pay all expenses incurred by the Lender in connection with the release of the Released Property, including reasonable attorneys' fees.

(a)

The Loan Documents;

(b)

Closing instructions between the Lender's legal counsel and Title;

(c)

A certificate of an Authorized Officer of each Credit Party, certifying as to such items as reasonably required by the Lender, including each Credit Party's Organizational Documents and incumbency of its Authorized Officers;

(d)

Copies of the Organizational Documents;

(e)

An Appraisal of each Property completed no more than one (1) year prior to the date of this Agreement;

(f)

Payment of the Origination Fee;

(g)

Copies of such Leases requested by Lender;

(h)

Due diligence and underwriting materials, in form and content satisfactory to Lender in its sole discretion, to be used by Lender to underwrite the market value of the Properties;

(i)

Each Title Policy together with legible copies of all title exception documents cited in the Title Policy and all other legal documents affecting the Properties or the use thereof;

(j)

A survey of each Property, in such form as acceptable to Lender, prepared and certified by a licensed or registered surveyor to the Lender in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (as adopted by the ALTA and NSPS in 2005) including Items Nos. 1, 2, 3, 4, 6, 7(a), 8, 9, 10, 11(b) and 13 of Table A thereof and such other items as the Lender may reasonably require;

(k)

Searches conducted in the appropriate offices of the Governing Authorities showing no tax liens, bankruptcies, judgments or other liens affecting the Properties or the Credit Parties with respect to the Properties, and Uniform Commercial Code searches disclosing no security interests existing against the Properties or the Credit Parties with respect to the Properties, in each case other than Permitted Liens;

(l)

A letter from the appropriate Governing Authority or other evidence establishing that the Properties comply in all respects with all applicable zoning, planned unit development, subdivision, platting, environmental and land use requirements, without special variance or exception, together with such other evidence as the Lender shall reasonably request to establish that the Properties and the contemplated use thereof are permitted by and comply with all applicable use restrictions, requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and have been duly approved by the Governing Authorities.  Notwithstanding the foregoing, Lender acknowledges that it has received and approved all items required by this Section 3.01(l) with respect to the Properties as of the date of this Agreement;

(m)

Evidence of policies or certificates of property insurance (including rent loss insurance) and comprehensive general liability insurance required by Lender in its sole discretion, with all such insurance in full force and effect;

(n)

Flood Certificates issued by a national flood plain search company on FEMA Form No. 81-93 in accordance with the provisions of the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 and the National Flood Insurance Reform Act of 1994 certifying that each Property is not located in a special flood hazard area (as determined by the Federal Emergency Management Agency);

(o)

A Phase I Environmental Site Assessment with respect to each Property, in such form as acceptable to Lender and, if required in writing by Lender, (i) addressed and certified to the Borrower and the Lender, (ii) performed by a qualified licensed engineer in strict conformance with the Standard Practice for Environmental Site Assessment Process, ASTM Standard E1527-05, (iii) including a findings and conclusions section consistent with Section 12.8 thereof, and (iv) including any additional investigations and analysis necessary for the consultant to conclude there are no Recognized Environmental Conditions (as such term is used in Standard E1527) associated with the Properties, or such have been remediated in accordance with applicable law.  Notwithstanding the foregoing, Lender acknowledges that it has received and approved all reports required by this Section 3.01(p) with respect to the Properties as of the date of this Agreement;

(p)

Current financial statements of each Credit Party, each in form and substance required by Lender and certified by an Authorized Officer, provided, however, that as long as IRET remains a publicly traded company on a publicly-regulated stock exchange, the Lender agrees to accept the financial statements filed by IRET with such exchange in lieu of the financial statements required by this Section 3.01(p).  In addition, each Credit Party shall provide such other additional financial information regularly prepared by Borrower with respect to the Properties as Lender reasonably requires, including items such as income statements and rent rolls;

(q)

A closing statement prepared by the Title Company and approved by Lender;

(r)

The initial Advance Request; and

(s)

Payment of all of Lender's fees and costs associated with the Revolving Credit Facility.

(a)

No Default or Event of Default hereunder shall have occurred and be continuing and all representations and warranties made by the Borrower in Article 4 shall continue to be true and correct as of the date of such Advance.

(b)

The Borrower shall have provided to the Lender such evidence of compliance with all of the provisions of this Agreement as the Lender may reasonably request.

(a)

Existence and Good Standing.  Each Credit Party is an entity, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to own and operate the Properties, and to execute and deliver and to perform all of its obligations under the Loan Documents and the execution and delivery thereof and the carrying out of the transactions contemplated thereby will not violate, conflict with or constitute a default under the terms of the Organizational Documents or under any note, bond, debenture or other evidence of indebtedness or any contract, loan agreement or lease to which any Credit Party is a party or by which any Property is subject, or violate any law, regulation or order of any Governing Authority, or any court order or judgment in any proceeding to which any Credit Party is or was a party or by which the property of any Credit Party is bound.

(b)

Authorization and Validity.  The execution, delivery and performance by each Credit Party of the Loan Documents to which it is party have been duly authorized by all necessary corporate, partnership or company action by such Credit Party.  The Loan Documents applicable to each Credit Party when delivered hereunder will constitute legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms.

(c)

No Conflict; No Default.  The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party will not (i) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction,

 

decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to such Credit Party, (ii) violate or contravene any provision of the Organizational Documents of such Credit Party, or (iii) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which such Credit Party is a party or by which it or any of its properties may be bound or result in the creation of any Lien thereunder.  To the Borrower's knowledge, no Credit Party is in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences of such default or violation could reasonably be expected to result in a Material Adverse Change.

(d)

Government Consent.  No consent, approval, order or authorization of or registration, declaration or filing with any Governmental Authority is required in connection with a valid execution and delivery of this Agreement or the other Loan Documents or of any and all other agreements and instruments herein mentioned to which any Credit Party is a party or the carrying out or performance of any of the transactions required or contemplated thereby.

(e)

Financial Statements.  Any and all financial statements of the Credit Parties heretofore delivered to the Lender by or on behalf of any Credit Party are true and correct in all respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the subject thereof as of the respective dates thereof.  No Material Adverse Change has occurred in the financial conditions reflected therein since the respective dates thereof.  None of the aforesaid financial statements or any certificate or statement furnished to the Lender by or on behalf of any Credit Party in connection with the transactions contemplated hereby, and none of the representations and warranties in this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading.

(f)

Compliance.  To Borrower's knowledge, with respect to the Properties, each Credit Party is in material compliance with all statutes and governmental rules and regulations applicable to it.

(g)

Litigation.  There is no suit, action, proceeding or investigation pending or, to Borrower's knowledge, threatened against or affecting any Credit Party with respect to a Property (or any basis therefor) at law or in equity or by or before any court, arbitrator, administrative agency or other federal, state or local governmental authority which individually or in the aggregate, if adversely determined, might affect the validity as to any Credit Party of any of the transactions contemplated by this Agreement or the ability of any Credit Party to perform the Obligations.

(h)

Environmental, Health and Safety Laws.  To the Borrower's knowledge, there does not exist any violation by any Credit Party, with respect to any Property, of any applicable federal, state or local law, rule or regulation or order of any government, governmental department, board, agency or other instrumentality relating to

 

environmental, pollution, health or safety matters which will or threatens to impose a material liability on a Credit Party or which would require a material expenditure by a Credit Party to cure.  No Credit Party has received any notice to the effect that any Property is not in material compliance with any such law, rule, regulation or order or notice that any Property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment.

(i)

Ownership; Liens.  Borrower or another Credit Party, as applicable, has good and marketable title to each Property.  No Property is subject to a Lien, except for Permitted Liens.

(j)

Leases.  The Borrower has delivered true and complete copies of each Lease requested by the Lender.  Each Lease is in full force and effect, and no party thereto is in default thereunder, except to the extent that any such defaults would not materially affect the ability of any Credit Party to perform the Obligations.

(k)

Taxes.  Each Credit Party has filed all federal, state and local tax returns with respect to such Credit Party and its business operations and properties which are required to be filed under applicable law.  Each Credit Party has paid or caused to be paid to the respective taxing authorities all taxes as shown on such returns or on any assessments received by it to the extent that such taxes have become due, except to the extent such taxes are timely contested and reserves for which are established in accordance with GAAP.  Borrower is not aware of a proposed material tax assessment against any Credit Party, and no Credit Party is obligated by any other agreement, tax treaty, instrument or otherwise to contribute to the payment of taxes owed by any other Person.  All material tax liabilities are adequately provided for or reserved against on the books of each Credit Party in accordance with GAAP.

(l)

Licenses and Permits.  To the Borrower's knowledge, each Credit Party, as applicable, has and possesses adequate licenses, certificates, permits, franchises, patents, copyrights, trademarks and trade names, or rights thereto, to own and operate the Properties.  There does not exist and there is no reason to anticipate that there may exist, any liability to any Credit Party with respect to any claim of infringement regarding any franchise, patent, copyright, trademark or trade name possessed or used by a Credit Party with respect to any Property.

(m)

ERISA.  To the Borrower's knowledge, each Plan is in substantial compliance with all applicable requirements of ERISA and the Code and with all material applicable rulings and regulations issued under the provisions of ERISA and the Code setting forth those requirements.  No reportable event under ERISA has occurred and is continuing with respect to any Plan.  All of the minimum funding standards applicable to such Plans have been satisfied and there exists no event or condition which would reasonably be expected to result in the institution of proceedings to terminate any Plan under Section 4042 of ERISA.  With respect to each Plan subject to Title IV of ERISA, as of the most recent valuation date for such Plan, the present value of such Plan's projected benefit obligations did not exceed the fair market value of such Plan's assets.

(n)

Solvency.  After giving effect to the consummation of this Agreement and assuming the Revolving Credit Facility is fully advanced and funded: (i) the sum of the Properties, at a fair saleable valuation, exceeds the debts of the Credit Parties; (ii) the present fair saleable value of the Properties is greater than the amount that will be required to pay the respective liabilities of the Credit Parties on debts as such debts become absolute and matured; (iii) each Credit Party as of the date hereof has sufficient liquidity and capital with which to conduct its business and such liquidity and capital is not unreasonably small in consideration of its anticipated business; and (iv) each Credit Party will have sufficient cash flow to enable it to pay its debts, liabilities and obligations as they mature.

(o)

Regulation.  No Credit Party is subject to regulation under the Investment Company Act of 1940, the Federal Power Act, the Public Utility Holding Company Act of 1935, the Interstate Commerce Act or any federal or state statute or regulation limiting its ability to incur indebtedness for money borrowed.  No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System or any successor thereto).

(p)

Foreign Assets Control Regulations.  The making available of the Revolving Credit Facility to Borrower hereunder or Borrower's use of the proceeds thereof will not violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.  Without limiting the foregoing, no Credit Party or any of its Affiliates (i) is or will become a Person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (ii) engages or will engage in any dealings or transactions, or be otherwise associated, with any such Person.  Each Credit Party and its Affiliates are in compliance with the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001).  No part of the Revolving Credit Facility will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(q)

Disclosure.  The Loan Documents and the certificates, exhibits and schedules attached thereto by the Credit Parties do not contain, as of their applicable date of delivery, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.  To the best of Borrower's knowledge, there is no fact or condition existing as of the date hereof which would reasonably be likely to result in a Material Adverse Change.

(a)

Laws and Regulations.  The Borrower will, and will cause the other Credit Parties to, comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject; provided, however, that failure so to comply shall not be a breach of this covenant if such failure does not have, or is not reasonably expected to result in a Material Adverse Change.

(b)

Books and Records.  The Borrower will, and will cause the other Credit Parties to, maintain accurate and complete books, accounts and records pertaining to the Properties.  The Borrower will, and will cause the other Credit Parties to, permit the Lender, acting by and through its officers, employees and agents during normal business hours and upon reasonable notice, to examine all books, records, contracts, plans, drawings, permits, bills and statements of account pertaining to the Properties and to make extracts therefrom and copies thereof at the Borrower's principal place of business.

(c)

Corporate Existence.  The Borrower will, and will cause the other Credit Parties to, maintain its corporate existence in good standing under the laws of its jurisdiction of organization and its qualification to transact business in each jurisdiction where failure so to qualify would preclude the Borrower or any Credit Party from enforcing its rights with respect to any material asset or would expose the Borrower or any Credit Party to any material liability.

(d)

Financial Reports.  The Borrower will prepare or cause to be prepared at its expense and deliver to the Lender (in such number as may reasonably be requested):

(i)

As soon as practicable after the end of each fiscal year of the Credit Parties, and in no event later than ninety (90) days thereafter, the audited consolidated and consolidating financial statements of the Credit Parties, specifying the financial performance of each Credit Party with respect to the Properties, as at the end of such fiscal year consisting of the balance sheet of the Borrower and the related statements of income and changes in financial position of the Borrower and each Credit Party with respect to the Properties for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail; provided, however, that as long as IRET remains a publicly traded company on a publicly-regulated stock exchange, the Lender agrees to accept the financial statements filed by IRET with such exchange in lieu of the financial statements required by this Section 5.01(d)(i);

(ii)

As soon as available and in any event within forty-five (45) days after the end of each month, a Compliance Certificate with respect to each

 

Property signed by the Borrower's Chief Financial Officer, and such other supporting documentation as may be requested by Lender to support the information contained in the Compliance Certificate;

(iii)

If at any time following the date of this Agreement, Borrower believes the value of any Property has increased such that Borrower believes a change in the Borrowing Base should be made, a Borrowing Base Certificate with respect to each Property signed by the Borrower's Chief Financial Officer, and such other supporting documentation as may be requested by Lender to support the information contained in the Borrowing Base Certificate.  Lender shall have sixty (60) days following receipt of a Borrowing Base Certificate to accept or reject a Borrower's proposed value with respect to the Properties and failure to timely respond shall be deemed a rejection.

(iv)

Within ten (10) days following a written request by Lender, copies of each Credit Party's most recently filed state and federal tax returns; and

(v)

Immediately upon becoming aware of the existence of any condition or event which constitutes, or which after notice or lapse of time or both would constitute, an Event of Default, written notice specifying the nature and period of existence thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto.

(e)

Debt Service Coverage Ratio.  The Borrower will maintain its Debt Service Coverage Ratio equal to or greater than 1.25 to 1.00, determined as of the end of each fiscal quarter for the four (4) fiscal quarters of the Borrower ending on such date of determination, or such shorter period approved by Lender in its sole but reasonable discretion.  The Debt Service Coverage Ratio for each of the four (4) calendar quarters preceding the determination date must meet the Debt Service Coverage Ratio requirements.  Each component of the Debt Service Coverage Ratio shall be determined in accordance with commercially reasonable accounting standards.  All components of the Debt Service Coverage Ratio shall be calculated on an aggregate basis.

(i)

If Borrower fails to satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e) for any calendar quarter, Borrower shall have a grace period of one (1) calendar quarter (beginning on the first day following the calendar quarter for which the Debt Service Coverage Ratio requirements were not satisfied) to return the Debt Service Coverage Ratio to at least 1.25 to 1.00.

(ii)

If Borrower fails to satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e) prior to the expiration of the applicable grace period under Section 5.01(e)(i), Borrower shall have an additional grace period of one (1) calendar quarter (beginning on the first day following the expired grace period under Section 5.01(e)(i)) to provide Lender with Additional Eligible Real Property,

 

acceptable to Lender in its sole but reasonable discretion, as additional collateral security pursuant to Section 2.08 that will cause the Debt Service Coverage Ratio to satisfy the requirements of Section 5.01(e) (for the calendar quarter ending on the expiration of the grace period under Section 5.01(e)(i)) upon inclusion of one or more Properties.  In order to be entitled to the benefits of the grace period under this Section 5.01(e)(ii), Borrower must be exercising its best efforts, in Lender's sole but reasonable discretion, to add Additional Eligible Real Property as additional collateral security.

(iii)

If Borrower fails to satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e) prior to the expiration of the applicable grace period under Section 5.01(e)(ii), Borrower shall have an additional grace period of ten (10) days to satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e).  If Borrower fails to satisfy such requirements after such additional grace period, Lender may reduce the Commitment in an amount reasonably related to the decreased value of the Lender's collateral security due to such failure, as determined in Lender's sole but reasonable discretion.

(f)

Individual Property Debt Service Coverage Ratio.  The Borrower will maintain each Individual Property Debt Service Coverage Ratio equal to or greater than 1.00 to 1.00, determined as of the end of each fiscal quarter for the four (4) fiscal quarters of the Borrower ending on such date of determination, or such shorter period approved by Lender in its sole but reasonable discretion.  The Individual Property Debt Service Coverage Ratio for each of the four (4) calendar quarters preceding the determination date must meet the Individual Property Debt Service Coverage Ratio requirements.  Each component of the Individual Property Debt Service Coverage Ratio shall be determined in accordance with commercially reasonable accounting standards.  All components of the Individual Property Debt Service Coverage Ratio shall be calculated on an aggregate basis.

(i)

If Borrower fails to satisfy an Individual Property Debt Service Coverage Ratio requirement of Section 5.01(f) for any calendar quarter, Borrower shall have a grace period of two (2) calendar quarters (beginning on the first day following the calendar quarter for which the Individual Property Debt Service Coverage Ratio requirements were not satisfied) to return such Individual Property Debt Service Coverage Ratio to at least 1.00 to 1.00.

(ii)

If Borrower fails to satisfy any Individual Property Debt Service Coverage Ratio requirements of Section 5.01(f) prior to the expiration of the applicable grace period under Section 5.01(e)(i), and following Borrower's right to deliver Compliance Certificates forty-five (45) days after the end of each month pursuant to Section 5.01(c)(ii), Borrower shall have an additional grace period of ten (10) days to satisfy the Individual Property Debt Service Coverage Ratio requirements of Section 5.01(f).  If Borrower fails to satisfy such requirements after such additional grace period, Lender may reduce the Commitment in an amount reasonably related to the decreased value of the Lender's collateral security due to such failure, as determined in Lender's sole but reasonable discretion.

(iii)

Notwithstanding the foregoing, Borrower retains its rights to obtain a release of the Lender's Mortgage on any Property pursuant to the requirements of Section 2.09.  If Borrower exercises such right, any failure to satisfy the Individual Property Debt Service Coverage Ratio requirements of Section 5.01(f) will be deemed remedied with respect to any Released Property.

(g)

Deposit Accounts.  The Borrower will maintain one (1) or more deposit accounts with the Lender with at least $6,000,000 collectively on deposit at all times.  If any other Credit Parties maintain deposit accounts with the Lender, such amounts on deposit will be included in the Borrower's required minimum deposit under this Section 5.01(g).  As a condition precedent to any other Credit Party's deposit accounts being included in such required minimum deposit, such Credit Party must execute an Account Pledge Agreement in form and substance reasonably acceptable to Lender.  $1,500,000 of the amount on deposit will be non-interest bearing and the remaining amount will bear interest at a commercially reasonable rate determined by the Lender.  The Lender shall aggregate the amounts on deposit by all Credit Parties in determining the commercially reasonable rate of interest.  In the event that Lender is declared insolvent or placed into receivership by a state or federal banking regulatory authority, the Credit Parties shall have the right to set-off amounts on deposit with the Lender against the outstanding principal balance of the Revolving Credit Facility.

(h)

Insurance.  The Borrower shall, and shall cause the other Credit Parties to, maintain in effect insurance policies covering the Credit Parties and the Properties as required by the Lender in its reasonable discretion, and such other insurance in such amounts and against such hazards as customary in the case of reputable firms engaged in the same or similar business and similarly situated.  Borrower will not be required to maintain terrorism or earthquake insurance coverage and will be permitted to maintain insurance with a per casualty occurrence deductible of up to $100,000.

(i)

Commercial Leases.  Within ten (10) days following a written request by Lender, the Borrower will, and will cause the other Credit Parties to, furnish to Lender true and correct copies of such commercial Leases then in effect with respect to the Properties requested by Lender.

(j)

Rent Rolls.  Within ten (10) days following a written request by Lender, the Borrower will, and will cause the other Credit Parties to, furnish to Lender true and correct rent rolls reflecting such residential and senior housing Leases then in effect with respect to the Properties and requested by Lender to be included in such rent roll.

(k)

Collateral Evaluation.  At any time during the term of the Revolving Credit Facility, the Lender may, at its option, obtain an updated Appraisal of any Property; provided that Borrower shall only be required to pay for updated Appraisals (i) if an Event of Default has occurred and is continuing, or (ii) during the period following Lender's receipt of the Revolving Credit Facility Extension Notice through the Maturity Date.

(l)

Payment of Obligations and Expenses.  The Borrower shall, and shall cause each other Credit Party to, pay when due all of its indebtedness, obligations and expenses with respect to the Properties.  Each Credit Party will not be required to pay any obligation so long as it shall contest, in good faith and at its own cost and expense, the amount or the validity thereof in an appropriate manner or by appropriate proceedings which shall operate during the pendency thereof to prevent the collection of or other realization upon the obligations so contested, provided that no such contest shall subject the Lender to the risk of any liability and so long as such Credit Party's title to the Properties is not materially adversely affected, its use of such Properties in the ordinary course of its business is not materially interfered with and adequate reserves with respect thereto have been set aside on such Credit Party's books in accordance with GAAP.  Each Borrower will give Lender prompt written notice of any such contest.

(m)

Escrow Fund.  Except as otherwise stated in this paragraph, Borrower shall, or shall cause the other Credit Parties to, pay to Lender on the first day of each calendar month (y) one-twelfth of an amount which would be sufficient to pay the taxes payable with respect to each Property, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (z) one-twelfth of an amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage required by Lender upon the expiration thereof (the amounts in (y) and (z) above shall be called the "Escrow Fund").  The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Loan Documents shall be added together and shall be paid as an aggregate sum by the Credit Parties to Lender.  Lender will apply the Escrow Fund to payments of taxes and insurance premiums required to be made by each Credit Party.  If the amount of the Escrow Fund shall exceed the amounts due for taxes and insurance premiums, Lender shall, in its discretion, return any excess to the Credit Parties or credit such excess against future payments to be made to the Escrow Fund.  In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of each Property.  If the Escrow Fund is not sufficient to pay the items set forth in (y) and (z) above, Borrower shall, or shall cause the Credit Parties to, promptly pay to Lender, upon demand, an amount which Lender shall estimate as sufficient to make up the deficiency.  The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender.  The Escrow Fund shall be deposited in an interest-bearing account and any interest on the Escrow Fund shall accrue for the benefit of the Credit Parties and shall remain in and constitute part of the Escrow Fund.  Notwithstanding the foregoing, the Credit Parties shall not be required to contribute to the Escrow Fund so long as no Event of Default shall have occurred, and provided Borrower satisfies the following: Borrower shall, and shall cause the other Credit Parties to, furnish to Lender satisfactory evidence of (i) the renewal of insurance policies required by Lender prior to expiration of such insurance policies, (ii) the payment of insurance premiums within ten (10) days of Lender's request therefor, and (iii) the payment of taxes prior to the same becoming delinquent. Upon notice from Lender of an Event of Default or the failure of the Credit Parties to provide satisfactory evidence of any of the foregoing, Borrower shall, and shall cause the other Credit Parties to, begin to deposit into the Escrow Fund as described in this paragraph beginning on the first (1st) day of the month immediately following the date of such notice.

(n)

Inspection Rights.  The Borrower shall, and shall cause the other Credit Parties to, permit any person designated by the Lender to visit and inspect any of the properties, corporate books and financial records of the Borrower, or the other Credit Parties, to examine and to make copies of the books of accounts and other financial records of the Borrower and the other Credit Parties and to discuss the affairs, finances and accounts of the Borrower and the other Credit Parties with, and to be advised as to the same by, its officers at such reasonable times and intervals as the Lender may designate.  So long as no Event of Default exists, the expenses of the Lender for such visits, inspections and examinations shall be at the expense of the Lender, but any such visits, inspections and examinations made while any Event of Default is continuing shall be at the expense of the Borrower.

(o)

Maintenance.  The Borrower will, and will cause the other Credit Parties to, maintain the Properties in good condition, repair and working order.

(p)

Environmental Matters.  Each Credit Party shall, with respect to the Properties, observe and comply with all laws, rules, regulations and orders of any Governing Authority relating to health, safety, pollution, hazardous materials or other environmental matters to the extent non-compliance could reasonably be likely to result in a Material Adverse Change.

(q)

ERISA.  Each Credit Party will maintain each Plan in compliance with all applicable requirements of ERISA and of the Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Code.

(r)

Notice of Litigation.  The Borrower will, and will cause the other Credit Parties to, give prompt written notice to the Lender of the commencement of any action, suit or proceeding before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting any Property and in which an adverse determination or result could cause a Material Adverse Change.  Such notice to Lender shall state the nature and status of such action, suit or proceeding.

(a)

Sale of Assets; Change of Control; Liens.  Voluntarily, involuntarily or by operation of law agree to, cause, suffer or permit (i) any sale, transfer, lease, sublease or conveyance of any interest in any Property, except arm's length Leases entered into by a Credit Party in the ordinary course of business; (ii) any Change of Control; or (iii) any Lien to be outstanding against any Property, except Permitted Liens, without, in each instance, the prior written consent of the Lender.  No transfer, conveyance, lease, sale or other disposition shall relieve the Borrower from personal liability for its obligations under the Loan Documents, whether or not the transferee assumes such obligations, without the prior written consent of the Lender.  The Lender may, without notice to any Credit Party, deal with any successor owner of all or any portion of any Property in the same manner as with a Credit Party, without in any way discharging the liability of the Borrower hereunder or under the Loan Documents.

(b)

Other Agreements.  Enter into any agreement, bond, note or other instrument with or for the benefit of any Person other than the Lender which would: (i) prohibit it from granting, or otherwise limit its ability to grant, to the Lender any Lien on the Properties; or (ii) be violated or breached by its performance of its obligations under the Loan Documents.

(c)

Indebtedness.  Create, incur, issue, assume or suffer to exist any Indebtedness, except: (i) the Revolving Credit Facility, and (ii) trade accounts payable in the ordinary course of business and payable in accordance with customary trade terms.

(d)

Transactions with Affiliates.  Enter into or be a party to any transaction or arrangement with respect to the Properties, including, without limitation, the purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of its business and upon fair and reasonable terms no less favorable to it than would be obtained in a comparable arm's length transaction with a Person not an Affiliate.

(e)

Organizational Documents.  Amend its Organizational Documents without giving Lender written notice of such amendment within sixty (60) days thereafter.

(f)

Use of Proceeds.  Permit any Revolving Credit Facility proceeds to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of "purchasing or carrying any margin stock" within the meaning of Regulation U of the Federal Reserve Board, as amended from time to time, and the Borrower agrees to furnish to the Lender, upon its request, a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

(g)

Government Regulation.  Permit any Credit Party to: (i) be or become subject at any time to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Lender from making any advance or extension of credit to a Credit Party or from otherwise conducting business with a Credit Party, or (ii) fail to provide documentary and other evidence of a Credit Party's identity as may be requested by the Lender at any time to enable the Lender to verify any Credit Party's identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

(a)

Payment.  Any Credit Party shall fail to pay, within ten (10) days following the due date thereof, interest on or the principal of the Revolving Credit Facility or any fee or other amount required to be paid to the Lender pursuant to the Loan Documents;

(b)

Representations and Warranties.  Any representation or warranty made by any Credit Party in the Loan Documents or in any financial statement, certificate, or report furnished pursuant to the Loan Documents shall prove to have been untrue in any material respect as of the time such representation or warranty was made;

(c)

Specific Defaults.  The Borrower shall be in default under Section 5.02;

(d)

Covenants.  The Borrower shall fail duly to observe or perform, any of the terms, conditions, covenants or agreements required to be observed or performed by the Borrower under this Agreement (other than terms, conditions, covenants or agreements otherwise specifically dealt with in this Article 6), and such failure shall continue for a period of thirty (30) calendar days after written notice of such failure has been given by the Lender to the Borrower; provided that no such notice shall be required for defaults that are not reasonably capable of cure;

(e)

Other Loan Documents.  Any Credit Party shall be in default under or in breach of any of the covenants contained in any of the Loan Documents to which any Credit Party is a party and such default or breach shall not be cured or waived within the period or periods of grace, if any, applicable thereto;

(f)

Loss or Damage.  Any Property shall be materially damaged or destroyed by fire or other casualty and the loss, in the reasonable judgment of the Lender, shall not be adequately covered by insurance actually collected or in the process of collection or by other funds available to Credit Parties to permit restoration;

(g)

Title to Assets.  Subject to the Credit Parties' right to contest Liens as provided in the Loan Documents, at any time title to any part of the Properties shall not be satisfactory to the Lender by reason of any Lien, except Permitted Liens; and such Lien shall not be corrected to the Lender's satisfaction within thirty (30) days after notice to the Borrower;

(h)

Governmental Requirements.  Any Credit Party shall fail to comply with any requirement of any Governing Authority within thirty (30) days (or such longer cure period provided for by such Governing Authority) after notice in writing of such requirement shall be given to a Credit Party by such Governing Authority, subject to any rights of the Credit Parties to contest such requirement as provided in the Loan Documents;

(i)

Judgments.  A judgment or judgments for the payment of money in excess of the sum of $100,000 in the aggregate shall be rendered against any Credit Party, and such Credit Party shall not, within ninety (90) days thereafter and in any event prior to the execution thereof by the judgment creditor, discharge the same, procure a stay of execution thereof, or appeal therefrom and cause the execution thereof to be stayed during such appeal;

(j)

Execution.  Any execution or attachment shall be issued whereby any property of any Credit Party shall be taken or attempted to be taken and the same shall not have been vacated or stayed within ninety (90) days after the issuance thereof;

(k)

Dissolution.  Any Credit Party shall be dissolved or terminated;

(l)

Security Interests.  Any third party security interest securing the Revolving Credit Facility shall be repudiated or revoked, or purported to be repudiated or revoked by any guarantor or third-party pledgor;

(m)

Insolvency.  The Borrower or any other Credit Party shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of the Borrower or any other Credit Party or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for the Borrower or any other Credit Party or for a substantial part of the property thereof and shall not be discharged within forty-five (45) days, or the Borrower or any other Credit Party shall make an assignment for the benefit of creditors;

(n)

Bankruptcy.  Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against the Borrower or any other Credit Party, and, if instituted against the Borrower, shall have been consented to or acquiesced in by the Borrower, or shall remain pending for sixty (60) days, or an order for relief shall have been entered against the Borrower or such other Credit Party;

(o)

Liquidation Proceedings.  Any dissolution or liquidation proceeding shall be instituted by or against the Borrower or any other Credit Party, and, if instituted against the Borrower shall be consented to or acquiesced in by the Borrower or shall remain pending for forty-five (45) days; or

(p)

Other Obligations.  Any Credit Party shall be in default under any other agreement with the Lender (whether in connection with the Revolving Credit Facility or otherwise) and any required notice shall have been given and any time in which to cure the default shall have elapsed.

(a)

Acceleration.  The Lender may, by written notice to the Borrower, declare immediately due and payable all unpaid principal of and accrued interest on the Revolving Credit Facility, together with all other sums payable hereunder, and the same shall thereupon be immediately due and payable without presentment or other demand, protest, notice of dishonor or any other notice of any kind, all of which are hereby expressly waived; provided, however, that upon the filing of a petition commencing a case naming the Borrower or any other Credit Party as debtor under the Bankruptcy Code, the principal of and all accrued interest on the Revolving Credit Facility shall be automatically due and payable without any notice to or demand on the Borrower or any other party.

(b)

All Available Remedies.  The Lender shall have the right, in addition to any other rights provided by law, to enforce its rights and remedies under the Loan Documents.