Construction and Term Loan Agreement dated March 15, 2013 among IRET-WRH 1, LLC, Borrower, First International Bank & Trust as a lender, as Administrative Agent and as Collateral Agent, Bank of North Dakota as a lender, and all other lenders from time to time party thereto

Whenever the Borrower desires an Advance, which shall be no more often than monthly, the Borrower shall submit to the Administrative Agent a Draw Request, duly executed on behalf of the Borrower, setting forth the information requested therein.  Each Draw Request shall be submitted at least seven (7) days before the date the Advance is desired.  Each Draw Request shall be limited to amounts equal to (i) the total of such costs actually incurred and paid or owing by the Borrower to the date of such Draw Request for work performed on the Project that the Lender has committed to finance pursuant to Section 2.01 hereof, plus (ii) the cost of materials and equipment not incorporated in the Project, but delivered to and suitably stored on the Land; less, (iii) with respect to construction items (so-called "hard costs"), except for amounts due to materials suppliers who are not providing labor in connection with the Project, five percent (5%) (or such lesser holdback as authorized by the Lender); and less prior Advances.  Notwithstanding anything herein to the contrary, no Advances for materials stored on the Land will be made by the Lender unless the Borrower shall advise the Administrative Agent of its intention to so store materials prior to their delivery, and provides suitable security for such storage.  Each Draw Request shall constitute a representation and warranty by the Borrower that all representations and warranties set forth in Article IV are true and correct as of the date of such Draw Request.

At the time of submission of each Draw Request, the Borrower shall also submit to the Administrative Agent and Title the materials required under the Disbursing Agreement.

If on the date an Advance is desired, (i) the Borrower has performed all of its agreements and complied with all requirements therefor to be performed or complied with hereunder including satisfaction of all applicable conditions precedent contained in Article III hereof, (ii) the Borrower has performed all of its obligations under the Disbursing Agreement, and (iii) the Administrative Agent receives a current construction report from the Inspecting Architect/Engineer confirming the accuracy of the information set forth in the Draw Request, the Lender shall pay to Title the amount of the requested Advance, and Title will disburse such funds pursuant to and in accordance with the terms of the Disbursing Agreement.  Each Advance disbursed to Title shall bear interest at the rate provided in this Agreement from the date such Advance is disbursed to Title.

Construction Loan Term.  From and after the date of each Advance through the Construction Loan Term, the outstanding principal balance of the Loan shall bear interest at the Fixed Interest Rate.

Permanent Loan Term.  From and after the Adjustment Date, the outstanding principal balance of the Loan shall bear interest at the Adjustable Interest Rate.  On the Adjustment Date, Lender shall adjust the Adjustable Interest Rate based on the Adjustable Rate Index.  The effective date of such adjustment shall be the Adjustment Date, with the first payment of interest at the adjusted rate due on November 1, 2014.

Computation.  Interest accruing on the Loan and all fees payable under the Loan Documents shall be computed on the basis of a year of 360 days but charged for the actual number of days principal remains unpaid.

Default Rate.  From and after notice from the Administrative Agent to Borrower following the occurrence of an Event of Default and continuing thereafter until such Event of Default has been remedied to the written satisfaction of the Administrative Agent, the principal balance of the Loan and all other obligations of the Borrower as set forth in the Loan Documents shall bear interest at an annual rate (the "Default Rate") equal to the sum of (i) the interest rate otherwise in effect with respect to such outstanding principal from time to time, plus (ii) five percent (5%); provided that notwithstanding an Event of Default described in Section 6.01(a) or Section 6.01(l), the Default Rate shall occur automatically without notice or action by the Administrative Agent.

Interest Only Payment.  Beginning on April 1, 2013, and continuing on the same day of each month thereafter through and including October 1, 2014, interest only on the unpaid principal balance shall be paid on the Loan.

Amortizing Payments.  Beginning on November 1, 2014 and continuing on the same day of each month thereafter through the close of the Permanent Loan Term, principal and interest shall be due and payable in an amount sufficient to fully amortize the outstanding principal balance of this Loan Agreement and all interest accrued hereon, at the Adjustable Interest Rate, in equal monthly installments over an assumed term of twenty (20) years, with such term beginning on the first day of the Permanent Loan Term.  Such monthly payment shall be established by the Administrative Agent on the Adjustment Date and the monthly payment shall not be adjusted for any partial principal prepayment permitted under Section 2.07(f) or any Mandatory Prepayment.  Any such principal prepayment shall be applied to the reduction of principal in the inverse order of maturity.  Any application of payments to principal made due to the monthly payment established under this Section shall not be subject to the prepayment premiums required by Section 2.07(f).

Mandatory Additional Payments.  Beginning with the first full calendar quarter that begins nine (9) months following the Completion Date, at the close of each calendar quarter during the Permanent Loan Term, the Borrower shall make a payment of principal under the Loan equal to the amount of the Net Operating Income for such quarter which resulted in the Debt Service Coverage Ratio for such quarter exceeding 1.5 to 1.0 for any such calendar quarter (each, a "Mandatory Prepayment").  Notwithstanding the foregoing, the mandatory payment obligations under this section shall not apply to the amount of the Net Operating Income which resulted in the Debt Service Coverage Ratio exceeding 2.2 to 1.0 for any such calendar quarter.  The Mandatory Prepayment shall not reduce the monthly payment established pursuant to Section 2.07(b) and shall not be subject to the prepayment premiums required by Section 2.07(f).  When providing Lender with the financial information required by Section 5.01(d)(iii), Borrower shall include a calculation of the Debt Service Coverage Ratio with respect to the applicable quarter.  Borrower shall deliver the Mandatory Prepayment within thirty (30) days after Borrower delivers to Lender the financial information required by Section 5.01(d)(iii); provided however, that such payment must be made within one hundred twenty (120) days following the close of the applicable calendar quarter.

Final Payment.  Borrower will pay the principal balance of the Loan and all other obligations and liabilities of the Borrower set forth in the Loan Documents in full on the Maturity Date, TIME BEING OF THE ESSENCE.  THIS LOAN REQUIRES A BALLOON PAYMENT.

Accelerated Payments.  Upon the occurrence of an Event of Default and acceleration of the Loan, pursuant to and as permitted by Section 6.02, the Loan and all other obligations of the Borrower evidenced by the Loan Documents, shall be immediately due and payable as provided in Section 6.02.

Prepayments.

The Note duly executed by the Borrower;

The Disbursing Agreement duly executed by the Borrower, Title, the General Contractor and the Administrative Agent;

The Mortgage duly executed by the Borrower;

The Financing Statements;

The Environmental Indemnity duly executed by the Borrower, the Guarantor and the Limited Guarantor;

The Guaranty duly executed by the Guarantor;

The Assignment of Development Documents duly executed by the Borrower;

The Pre-Closing Agreement duly executed by the Borrower;

A copy of the Plans and Specifications;

If requested by Lender, a report of the Inspecting Architect/Engineer approving the Plans and Specifications, the soil tests, the General Contractor's Contract and the Sworn Construction Statement;

Copies of the General Contractor's Contract, the Architect's Contract and the Property Manager's Contract;

Copies of such Subcontracts as the Lender may request;

The Sworn Construction Statement;

The Limited Guaranty duly executed by the Limited Guarantor;

The Appraisal;

Evidence satisfactory to the Lender that the Borrower has collectively expended, allocated (or committed to expend to the extent of the Subordinate Loan) not less than $18,690,190 (being the Cost of Completion less the amount of the Commitment) of Equity, plus the unfunded portion of the Contingent Commitment which must be funded as Equity pursuant to Section 2.11, as described in the Sworn Construction Statement, in payment of Project Costs which would otherwise be properly payable from an Advance, together with satisfactory lien waivers for lienable work and/or materials paid with such funds;

An extended coverage ALTA Mortgagee's Policy of Title Insurance issued by Title (Form 1970, Form 1992 Revised 10-23-92 with the exclusion for arbitration requirement deleted, or Form 2006) and containing such endorsements as Lender may require including ALTA Form 9 (Comprehensive), ALTA Form 17 (Access), Doing Business, Usury, Survey, ALTA Form 8.1 (Environmental Lien), Delete

Arbitration, ALTA Form 18 (Separate Tax Parcel), Subdivision Compliance, ALTA Form 3.1 (Zoning), ALTA Form 14 (Future Advance – Priority), Utility Facilities and CLTA Form 103.1 (Blanket Easement). Such Policy shall be in an amount equal to the maximum amount of the Commitment, and shall insure the Mortgage as a first lien on a good and marketable fee simple title to the Project, subject only to such encumbrances and exceptions as shall be acceptable to the Lender. Without limiting the generality of the foregoing, such Policy shall insure the Lender against claims for mechanics' liens, rights of parties in possession and matters which would be disclosed by a comprehensive survey of the Land. To the extent such policy was issued with an effective date prior to the date of this Agreement, Borrower shall cause Title to issue a date down endorsement to the ALTA Mortgagee's Policy of Title Insurance effective on or after the date of this Agreement;

A survey of the Land dated within sixty (60) days prior to the date of this Agreement 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.  The survey shall be "spotted" to show the proposed Improvements according to the site plan prepared by the Architect, and shall be revised to show foundations when laid.  Upon completion of the Improvements the survey shall be recertified "as-built";

A copy of the plat in which the Land is included conforming to all platting requirements, or evidence that a plat is not required or has been waived by the appropriate Governing Authority;

Searches conducted in the appropriate offices of the Governing Authorities showing no tax liens, bankruptcies, judgments or other liens affecting the Borrower or the Project, and Uniform Commercial Code searches disclosing no security interests existing against the Borrower or the Project including the equipment, fixtures and personalty;

The site plan prepared by the Architect showing the proposed Improvements;

Copies of all Required Permits;

A letter from the appropriate Governing Authority or other evidence establishing that the Improvements when constructed in accordance with the Plans and Specifications will 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 request to establish that the Project 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 City and the other Governing Authorities;

Soil reports describing the soil conditions and indicating any corrective action that may be necessitated because of such conditions, together with evidence that the Plans and Specifications incorporate such corrective action, if any;

A Phase I Environmental Site Assessment certified within ninety (90) days of the date of this Agreement, addressed and certified to the Borrower and the Lender and performed by a qualified licensed engineer in strict conformance with the Standard Practice for Environmental Site Assessment Process, ASTM Standard E1527-05 and a findings and conclusions section consistent with Section 12.8 thereof and 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 Project, or such have been remediated in accordance with applicable law;

Evidence, in the form of a survey satisfying the requirements of Section 3.01(r), establishing that all utilities necessary for the construction and operation of the Project are available at the boundaries of the Land, including without limitation water, sewer, electricity, gas and telephone, and that the Borrower has the right to connect to and use such utilities;

Copies of certificates of builder's risk insurance (including business interruption or so-called "soft costs" insurance) and comprehensive general liability insurance and a certificate of the worker's compensation insurance as required under Section 5.01(f), with all such insurance in full force and effect;

A Flood Certificate 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 the Improvements are not located in a special flood hazard area (as determined by the Federal Emergency Management Agency);

The Organizational Documents;

The Participation Agreements;

Closing instructions between the Administrative Agent's legal counsel and Title;

A closing protection letter issued by Title (if the closer is an agent of Title);

Financial statements, tax returns and credit reports of the Borrower;

Confirmation that the Borrower has established its operating account with the Lender;

The Security Agreement duly executed by the Borrower;

The Development Agreement;

Copies of the executed Purchase Documents;

The Limited Guaranty duly executed by the Limited Guarantor;

Legal opinion of counsel to the Borrower addressing such matters incident to the transactions contemplated by this Agreement as the Lender may reasonably require;

The Perfection Certificate duly executed by the Borrower;

The Limited Guarantor Certificate duly executed by the Limited Guarantor; and

The initial Draw Request.

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

No determination shall have been made by the Administrative Agent that the undisbursed amount of the Commitment is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the completion of the Improvements; or if such a determination has been made and notice thereof sent to the Borrower, the Borrower has deposited the necessary funds with the Administrative Agent in accordance with Section 2.03 hereof.

The disbursement requirements of Section 2.02 hereof shall have been satisfied.

If required by the Administrative Agent, the Administrative Agent shall be furnished with a statement of the Borrower and of any Contractor, in form and substance required by the Administrative Agent, setting forth the names, addresses and amounts due or to become due as well as the amounts previously paid to every Contractor, subcontractor, person, firm or corporation furnishing materials or performing labor in connection with the construction of any part of the Improvements.

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.

No Required Permit shall have been revoked or the issuance thereof subjected to challenge before any court or other Governing Authority.

If any of the Project Costs as shown on the Sworn Construction Statement or the Total Project Cost Statement have changed, the Borrower shall have provided to the Lender an updated Sworn Construction Cost Statement or Total Project Cost Statement.

The Improvements, including all landscape and parking requirements, shall have been completed in accordance with the Plans and Specifications and the Lender shall have received a certificate of completion from the General Contractor and the Architect certifying that (i) work on the Improvements has been completed in accordance with the Plans and Specifications and all labor, services, materials and supplies used in such work have been paid for and (ii) the completed Improvements conform with all applicable zoning, land use planning, building and environmental laws and regulations of all Governing Authorities.

The Lender shall have received satisfactory evidence that all work requiring inspection by municipal or other Governing Authorities has been duly inspected and approved by such authorities, and that all requisite certificates of occupancy and any other approvals for occupancy and operation of the Improvements have been issued.

The Lender and Title shall have received a final lien waiver from each Contractor for all work done and for all materials furnished by it for the Improvements.

The Lender shall have received an "as-built" survey of the Land meeting all of the requirements set forth in Section 3.01(r) and showing that the Improvements as completed are entirely within the exterior boundaries of the Land and any building setback or restriction lines and do not encroach upon any easements or right-of-way, and showing such other information as the Lender may reasonably request.

The Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of North Dakota, and has all requisite power and authority to purchase and own the Land and construct the Improvements, and to execute and deliver and to perform all of its obligations under this Agreement, the Note and 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 the Borrower is a party or by which the Land is subject, or violate any law, regulation or order of any Governing Authority, or any court order or judgment in any proceeding to which the Borrower is or was a party or by which the property of the Borrower is bound.

The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents have been duly authorized by the Borrower.

This Agreement constitutes and the other Loan Documents when delivered hereunder will constitute, legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

Set forth on Schedule 4.01(d) is a complete and accurate list as of the date hereof of all Material Contracts held by the Borrower and its Affiliates with respect to the Project.  Each such Material Contract has been duly authorized, executed and delivered by all parties thereto, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms and, to the Borrower's actual knowledge, there exists no default under any Material Contract by any party thereto.

The Borrower will obtain as and when required by law and the Governing Authorities all Required Permits for construction of the Improvements and operation of the Project.

The Improvements will be constructed strictly in accordance with the Plans and Specifications; will be constructed entirely on the Land; and will not encroach upon or overhang any easement or right-of-way.  The Project, both during construction and at the time of completion, and the contemplated use thereof, will not violate any applicable zoning or use statute, ordinance, building code, rule or regulation, or any covenant or agreement of record.  The Borrower agrees that it will furnish to the Lender from time to time reasonably satisfactory evidence with respect thereto.

Any and all financial statements of the Borrower and IRET heretofore delivered to the Lender by or on behalf of the Borrower or IRET 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 and no additional borrowings have been made by the Borrower since the date thereof other than the borrowing contemplated hereby or approved by the Lender.  None of the aforesaid financial statements or any certificate or statement furnished to the Lender by or on behalf of the Borrower or IRET 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.  To the best knowledge of the Borrower, there is no fact which would lead to a Material Adverse Change or in the future (so far as the Borrower can now foresee) may cause a Material Adverse Change with respect to the Borrower or any of its properties or assets, which has not been set forth herein or in a certificate or statement furnished to the Lender by the Borrower.

Since March 1, 2013, no development or event has occurred that is or could reasonably be expected to be a Material Adverse Change with respect to the Borrower or the Project.

IRET is the sole shareholder of IRET, Inc., which is the majority owner and general partner of the Guarantor.

There is no suit, action, proceeding or investigation pending or threatened against or affecting the Borrower (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 cause a Material Adverse Change with respect to the Borrower of, any of the transactions contemplated by this Agreement.

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, the other Loan Documents or of any and all other agreements and instruments herein mentioned to which the Borrower is a party or the carrying out or performance of any of the transactions required or contemplated thereby, or, if required, such consent, approval, order or authorization shall have been obtained or such registration, declaration or filing shall have been accomplished prior to the initial Advance.

The Borrower does not maintain an "employee benefit plan" as defined in Section 3(3) of ERISA.

The proceeds of the Loan, together with any other funds to be contributed toward the payment of Project Costs by the Borrower, all as shown on the Total Project Cost Statement, will be sufficient to pay the entire cost of acquiring, constructing, equipping and otherwise rendering the Project suitable for its intended use.

The membership interests in the Borrower are owned seventy percent (70%) by the Guarantor, and thirty percent (30%) by the Limited Guarantor.

None of the Borrower, Guarantor or Limited Guarantor is in violation of any laws related to terrorism or money laundering (the "Anti-Terrorism Laws"), including Executive Order No. 13,224 on Terrorist Financing of September 23, 2001 (the "Executive Order") and The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the "USA Patriot Act").

None of the Borrower, Guarantor or Limited Guarantor is a person or entity with which Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.

None of the Borrower, Guarantor or Limited Guarantor is a person or entity named as a "specially designated national" or "blocked person" on the most current list published by the United States Treasury Department Office of Foreign Asset Control (the "OFAC"), at its official website or any replacement website or other replacement official publication of such list (the "OFAC List").

None of the Borrower, Guarantor or Limited Guarantor deals in or otherwise engages in any transaction related to any property or interests in property blocked pursuant to the Executive Order or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions set forth in the Anti-Terrorism Laws.

The Borrower will (i) commence construction of the Improvements on or before April 1, 2013, (ii) diligently proceed with construction of the Improvements according to the Plans and Specifications and in accordance with all applicable laws and ordinances, (iii) complete the Improvements by the Completion Date, and (iv) use the proceeds of the Advances solely to pay Project Costs.

The Borrower will require each Contractor to comply with all rules, regulations, ordinances and laws bearing on its conduct of work on the Project.

The Borrower shall maintain accurate and complete books, accounts and records pertaining to the Project.  The Borrower will permit the Lender, acting by and through its officers, employees and agents during normal business hours to examine all books, records, contracts, plans, drawings, permits, bills and statements of account pertaining to the Project and to make extracts therefrom and copies thereof.

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):

As soon as practicable after the end of each fiscal year of the Borrower, and in no event later than ninety (90) days thereafter, audited financial statements of the Borrower 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 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 and prepared by certified public accountants selected by the Borrower.

As soon as practicable after the end of each fiscal year of the Guarantor, and in no event later than ninety (90) days thereafter, audited financial statements of the Guarantor as at the end of such fiscal year consisting of the balance sheet of the Guarantor and the related statements of income and changes in financial position of the Guarantor 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 and prepared by certified public accountants selected by the Borrower; 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)(ii).

As soon as practicable after the end of each fiscal quarter of the Borrower (or at the end of each month if requested by the Lender), unaudited operating statements of the Project and a rent roll and rents receivable aging analysis for the Project.

As soon as practicable and in no event later than thirty (30) days after they are filed with the United States Internal Revenue Service, the annual federal income tax returns of the Borrower and the Guarantor.

Immediately upon becoming aware of the existence of any condition or event which constitutes 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.

One or more deposit accounts used only for the Project (which accounts must be the sole deposit accounts maintained with respect to the Project) shall be maintained with the Administrative Agent until all amounts owing to the Lender under this Agreement and the other Loan Documents have been fully repaid.  The amount on deposit in such accounts shall at no time be less than $50,000, provided that all amounts maintained on deposit with Administrative Agent by Borrower, IRET or any Affiliate thereof shall be credited to the $50,000 minimum collective deposit account balance required by this paragraph.  In the event that Administrative Agent is declared insolvent or placed into receivership by a state or federal banking regulatory authority, the Borrower shall have the right to set-off amounts on deposit with Administrative Agent against the outstanding principal balance of the Loan owing to Administrative Agent as a Lender hereunder.

The Borrower shall, at all times until the Loan has been fully repaid, maintain, or cause to be maintained, in effect, insurance policies as required under the terms of Exhibit C attached hereto.

The Borrower shall pay the following non-refundable financing fees on the date of this Agreement:

At any time before the Loan is repaid, the Lender may at its option obtain an updated Appraisal of the Project at the Borrower's expense, provided that the Borrower shall not be required to pay for any such Appraisal more than once in any twelve (12)-month period.  At no time shall the ratio of (i) the sum of the outstanding principal balance of the

Loan plus the amount of Loan proceeds that remain undisbursed to (ii) the appraised value of the completed Project exceed seventy percent (70%), and upon demand the Borrower shall prepay a portion of the Loan if necessary to maintain such ratio.

Within three (3) days following a written request by the Lender, the Borrower shall provide to the Lender updated copies of the Sworn Construction Statement and/or the Total Project Cost Statement.

The Borrower will perform and observe all the terms and provisions of each such Material Contract to be performed or observed by it, maintain each Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each Material Contract such demands and requests for information and reports or for action as Borrower is entitled to make under such Material Contract, except, in any case, where the failure to do so, either individually or in the aggregate, would not be reasonably likely to result in a Material Adverse Change with respect to the Borrower or the Borrower's interest in any Material Contract.

Within sixty (60) days following the date of this Agreement, Borrower shall provide to Administrative Agent copies of the insurance policies described in Section 3.01(aa).

Voluntarily, involuntarily or by operation of law agree to, cause, suffer or permit (i) any sale, transfer, lease, sublease or conveyance of any interest of the Borrower, legal or equitable, in the Project; (ii) any sale, transfer or encumbrance of any of the membership interests in the Borrower; or (iii) except for the Permitted Encumbrances, any mortgage, pledge, encumbrance or lien to be outstanding against the Project or any portion thereof, or any security interest to exist therein, without, in each instance, the prior written consent of the Lender.  If the Borrower breaches the foregoing covenant, the Administrative Agent may, at its election, declare all amounts owing under this Agreement and the other Loan Documents to be immediately due and payable, without notice to the Borrower (which notice the Borrower hereby expressly waives), and upon such declaration all such amounts shall be immediately due and payable.

Without the prior written consent of the Administrative Agent, agree or consent to any "material" (as hereinafter defined) (i) change in the Plans and

Specifications, (ii) change order under the General Contractor's Contract, or (iii) change in the terms and provisions of the General Contractor's Contract or the Architect's Contract. For purposes of this paragraph (b), the term "material" shall mean a change which by itself, or when aggregated with any other changes that have not been approved in writing by the Administrative Agent, would increase or decrease the total cost of the Improvements by more than $100,000. Regardless of whether the Administrative Agent's consent is required hereunder, the Borrower shall notify the Administrative Agent of any change in the Plans and Specifications, change order in the General Contractor's Contract or change in the General Contractor's Contract or Architect's Contract.

Incorporate in the Project any materials, fixtures or property which are subject to the claims of any other person, whether pursuant to conditional sales contract, security agreement, lease, mortgage or otherwise.

On and after the Completion Date, allow the Debt Service Coverage Ratio to be less than 1.25 to 1.0 for any calendar quarter.  The Debt Service Coverage Ratio shall be determined at the close of each calendar quarter beginning with the first calendar quarter following the Completion Date.

Borrower shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in this Agreement or in the Project, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any party owning a direct or indirect interest in Borrower assign, sell, pledge, mortgage, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest (direct or indirect) in Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of the Agent's or the Lender's rights in connection therewith, to constitute a prohibited transaction under ERISA or the Internal Revenue Code or otherwise result in the Agent or the Lender being deemed in violation of any applicable provision of ERISA.  Borrower agrees to indemnify and hold the Agent and the Lender free and harmless from and against all losses, costs (including attorneys' fees and expenses), taxes, damages (including consequential damages) and expenses Lender may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in each of the Agent's and the Lender's sole judgment or by reason of a breach of the foregoing prohibitions.

The Borrower was organized solely for the purpose of owning the Project and does not own any real property other than the Project and does not operate any business other than the ownership, development, construction and operation of the Project.  The Borrower shall not during the term of the Loan, including any extensions, modifications, renewals or refinancings thereof, acquire any real property or assets other than the Project, operate any business other than the ownership, development, construction and operation of the Project, or incur any liability or obligation other than those incurred in the ownership, development, construction and operation of the Project.  The Borrower will not commingle any of its funds or assets with those of any other entity and has held, and will hold, all of its assets in its own name.  The Borrower has

conducted and will conduct all of its business in its own name. The Borrower has paid and will pay all of its liabilities out of its own funds and assets. The Borrower has allocated and will allocate fairly and reasonably any overhead for shared office space and will use separate stationery, invoices and checks in connection with the conduct of its business. The Borrower has not entered into and will not enter into, or be a party to, any transaction with any of its members or its Affiliates, except in the ordinary course of its business and on terms which are intrinsically fair and no less favorable to it than would be obtained in a comparable arm's-length transaction with an unrelated third party or as otherwise disclosed and approved by the Administrative Agent in writing. The Borrower will not engage in, seek or consent to any dissolution, winding up or liquidation, without the express consent of the Administrative Agent.

Create, incur, assume, permit to exist or otherwise become liable with respect to any Indebtedness, except Indebtedness existing, arising or permitted under this Agreement or any other Loan Document.

The Borrower shall fail to pay, when due, interest on or the principal of the Loan;

Any representation or warranty made by the Borrower herein, in the other Loan Documents or in any financial statement, certificate, report or Draw Request furnished pursuant to this Agreement or the other Loan Documents shall prove to have been untrue in any material respect as of the time such representation or warranty was made;

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 hereunder (other than terms, conditions, covenants or agreements otherwise specifically dealt with in this Article VI), and such failure shall continue for a period of thirty (30) calendar days after written notice of such failure has been given by the Agent to the Borrower;

The Borrower shall be in default under or in breach of any of the covenants contained in any of the Loan Documents other than this Agreement and such default or breach shall not be cured or waived within the period or periods of grace, if any, applicable thereto;

An Event of Default as defined in the Mortgage shall occur and be continuing;

The Project shall be materially damaged or destroyed by fire or other casualty and the loss, in the reasonable judgment of the Agent, shall not be adequately covered by insurance actually collected or in the process of collection or by other funds available to the Borrower;

The Administrative Agent shall have given notice to the Borrower pursuant to Section 2.03 hereof to deposit additional funds with the Administrative Agent and the Borrower shall have failed to do so within seven (7) calendar days;

At any time title to any part of the Project shall not be satisfactory to the Lender by reason of any lien, encumbrance or other defect (even though the same may have existed at the time of any prior Advance) except those matters affecting title which have at any time been consented to in writing by the Agent, and subject to the Borrower's right to contest liens as provided in the Mortgage; and such lien, encumbrance or other defect shall not be corrected to the Agent's satisfaction within thirty (30) days after notice to the Borrower;

There shall have been a cessation of the making of the Improvements for any period after the date of commencement of the making of the Improvements in excess of twenty (20) successive calendar days, unless the conditions of each of subparagraphs (1) and (2) below shall have been satisfied:

the cessation of the making of the Improvements shall have been caused by conditions beyond the control of the Borrower, including, without limitation, acts of God or the elements, fire, strikes, labor disputes, delays in delivery of any material; and

from time to time upon the Agent's request therefor during any such cessation of the making of the Improvements, the Borrower shall furnish to the Agent satisfactory evidence that (notwithstanding such cessation of the making of the Improvements) the completion of the Improvements can be accomplished on or before the Completion Date, as it may be extended by the provisions set forth in the following sentence.

The Borrower shall fail to comply with any requirement of any Governing Authority within thirty (30) days after notice in writing of such requirement shall be given to the Borrower by such Governing Authority, subject to any rights of the Borrower to contest such requirement as provided in the Mortgage;

The Borrower shall not disclose to the Lender the names of all persons with whom the Borrower contracted or intends to contract for the making of the Improvements or the furnishing of labor or any materials therefor or shall fail to exhibit to the Lender, upon request, copies of all such contracts;

A petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a custodian, receiver or trustee for any of its property shall be filed by the Borrower, the Guarantor or IRET, or a petition in bankruptcy or for reorganization or for an arrangement under any bankruptcy or insolvency law or for a custodian, receiver or trustee of any of the Borrower's, the Guarantor's or IRET's property shall be filed against the Borrower, the Guarantor or IRET and shall not be dismissed within sixty (60) days, or a custodian, receiver or trustee of any property of the Borrower, the Guarantor or IRET shall be appointed and shall not be discharged within sixty (60) days, or the Borrower, the Guarantor or IRET shall make an assignment for the benefit of creditors or generally shall not pay its debts as they become due, or the Borrower, the Guarantor or IRET shall be adjudged insolvent by any state or federal court of competent jurisdiction, or an attachment or execution shall be levied against any substantial portion of the property of the Borrower, the Guarantor or IRET and shall not be discharged within sixty (60) days;

The Guaranty, the Limited Guaranty or any third party security interest securing the Loan shall be repudiated or revoked, or purported to be repudiated or revoked by the Guarantor, the Limited Guarantor or third-party pledgor;

The Borrower shall be dissolved or terminated; or

The Borrower or any of its Affiliates shall be in default under any other agreement with the Lender (whether in connection with the Loan or otherwise) and any required notice shall have been given and any time in which to cure the default shall have elapsed.

The Agent may terminate the Commitment.

The Agent may, by written notice to the Borrower, declare immediately due and payable all unpaid principal of and accrued interest on the Loan, 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, the Guarantor or IRET as debtor under the United States Bankruptcy Code, the principal of and all accrued interest on the Loan shall be automatically due and payable without any notice to or demand on the Borrower or any other party.

The Agent shall have the right, in addition to any other rights provided by law, to enforce its rights and remedies (and the Lender's rights and remedies) under the Loan Documents.

The Agent may enter upon the Land and take possession thereof, together with the Improvements, and proceed either in its own name or in the name of the Borrower, as the attorney-in-fact of the Borrower (which authority is coupled with an interest and is irrevocable by the Borrower) to complete or cause to be completed the Improvements, at the cost and expense of the Borrower.  If the Agent elects to complete or cause to be completed the Improvements, it may do so according to the Plans and Specifications or according to such changes, alterations or modifications in and to the Plans and Specifications as the Agent may deem reasonable and appropriate; and the Agent may enforce or cancel all contracts let by the Borrower relating to construction of the Improvements, and/or let other contracts which in the Agent's sole judgment may seem advisable; and the Borrower shall forthwith turn over and duly assign to the Agent, as the Agent may from time to time require, contracts not already assigned to the Agent relating to construction of the Improvements, blueprints, shop drawings, bonds, building permits, bills and statements of accounts pertaining to the Improvements, whether paid or not, and any other instruments or records in the possession of the Borrower pertaining to the Project.  The Borrower shall be liable under this Agreement to pay to the Agent, on demand, any amount or amounts expended by the Agent in so completing the Improvements, together with any costs, charges, or expense incident thereto or resulting therefrom, all of which shall be secured by the Loan Documents.  In the event that a proceeding is instituted against the Borrower for recovery and reimbursement of any moneys expended by the Agent in connection with the completion of the Improvements, a statement of such expenditures, verified by the affidavit of an officer of the Agent, shall be prima facie evidence of the amounts so expended and of the propriety of and necessity for such expenditures; and the burden of proving to the contrary shall be upon the Borrower.  The Agent shall have the right to apply any funds which it agrees to advance hereunder and any funds which the Borrower has then on deposit with Title to bring about the completion of the Improvements and to pay the costs thereof; and if such moneys so agreed to be advanced and funds of the Borrower then on deposit with Title are insufficient, in the sole judgment of the Agent, to complete the Improvements, the Borrower agrees to promptly deliver and pay to the Agent such sum or sums of money as the Agent may from time to time demand for the purpose of completing the Improvements or of paying any liability, charge or expense which may have been incurred or assumed by the Agent under or in performance of this Agreement, or for the purpose of completing the Improvements.  It is expressly understood and agreed that in no event shall the Lender be obligated or liable in any way to complete the Improvements or to pay for the costs of construction thereof.

Each Lender shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security hereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, provided however, that the parties to each such assignment shall execute and deliver to the Administrative Agent, for its approval and acceptance, an Assignment and Assumption. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and thereunder.  Borrower shall use reasonable efforts to cooperate with Administrative Agent and each Lender in connection with the assignment of interests under this Agreement or the sale of participations herein.

Each Lender shall have the right to sell participations to one or more Eligible Assignees in or to all or a portion of its rights and obligations under the Loan and the Loan Documents' provided however, that (i) such Lender's obligations under this Agreement (including without limitation its Commitment to Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and with

regard to any and all payments to be made under this Agreement, and (iv) the holder of any such participation shall not be entitled to voting rights under this Agreement or the other Loan Documents. Upon written request by the Borrower to the Agent, the Agent shall promptly provide to the Borrower the identity of each participant and the current amount of each participation with respect to each Lender and, upon the request of Agent, each Lender shall promptly provide the Agent with such information required to satisfy Borrower's request.

In addition to its rights under Section 9.01 and the other provisions of this Agreement, the Agent shall be permitted to take the following actions without approval of the Required Lenders:

Each of the following shall require the approval or consent of the Required Lenders:

Each of the following shall require the approval or consent of all the Lenders (including any Lender that is also an Agent):

In addition to the required consents or approvals referred to in subsections (a), (b) and (c) above, the Agent may at any time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed the Agent to act or refrain from acting pursuant hereto.

Each Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders.  Each Lender agrees that any action taken by the Agent at the direction or with the consent of the Required Lenders in accordance with the provisions of this Agreement or any other Loan Document, and the exercise by the Agent at the direction or with the consent of the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders. All communications from the Agent, to the Lenders requesting Lender's determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or item as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or item may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to the Agent by the Borrower in respect of the matter or issue to be resolved, and (iv) shall include the Agent's recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days after receipt of the request therefor from the Agent (the "Lender Reply Period"). Unless a Lender shall give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the Lenders by the Agent or such other course of action recommended by the Required Lenders.

The Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender, at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted pursuant to this Agreement and the other Loan Documents.

Should the Agent commence any proceeding or in any way seek to enforce the Agent's or the Lenders' rights or remedies under the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company charges, filing and recording fees, appraisers' fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrower. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent (including

reasonable attorneys' fees and expenses) if the Agent employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any collateral, or to enforce any rights of the Agent or the Lenders or any of Borrower's or any other party's obligations under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of such counsel's engagement letter and fee estimate, shall be delivered to the Lenders.

In the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrower's obligations under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course of action for such collateral (the "Post-Default Plan"), which shall be subject to the approval of the Required Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take an action which would cause such Lender to be in violation of any applicable regulatory requirements.

Administrative Agent or Collateral Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) days prior written notice to Lenders and Borrower.  Such resignation shall take effect on the date set forth in such notice or as otherwise provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender.

Upon resignation by the Agent, or any successor Agent, the Required Lenders shall appoint a successor Agent with the consent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the successor Agent is also a Lender or if an Event of Default then exists). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint a successor Agent with the consent of Borrower, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the successor Agent is also a Lender or if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent and the Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent's resignation hereunder as an Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents.