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201005950
<br />THIS COMBINATION DEED OF TRUST, ASSIGNMENT OF RENTS,
<br />SECURITY AGREEMENT, AND FIXTURE FINANCING STATEMENT (the "Security
<br />Instrument") is made August 12, 2010, by and among IRET PROPERTIES, A NORTH
<br />DAKOTA LIMITED PARTNERSHIP, a North Dakota limited partnership, having its
<br />principal place of business at 3015 16th Street SW, Suite 100, Minot, North Dakota
<br />58701, as trustor ("Borrower"), to STEWART TITLE GUARANTY COMPANY,
<br />having an address at 1980 Fost Oak Boulevard, Houston, Texas 77056 ("Trustee"), and
<br />FIRST INTERNATIONAL BANK & TRUST, a North Dakota state bank, having an
<br />address at 1600 South Broadway, P.O. Box 1967, Minot, North Dakota 58702, as beneficiary
<br />("Lender").
<br />RECITALS
<br />Borrower by its loan agreement of even date herewith (the loan agreement together
<br />with all extensions, renewals, modifications, substitutions and amendments thereof shall
<br />collectively be referred to as the "Loan Agreement") and its revolving promissory note of even
<br />date herewith given to Lender is indebted to Lender in the principal sum of SIXTY
<br />MILLION AND 00/100 DOLLARS ($60,000,000.00) in lawful money of the United States of
<br />America (the note together with all extensions, renewals, modifications, substitutions and
<br />amendments thereof shall collectively be referred to as the "Note"), with interest from the date
<br />thereof at an adjustable interest rate, principal and interest to be payable in accordance with the
<br />terms and conditions provided in the Loan Agreement and the Note.
<br />Borrower desires to secure the payment of the Debt (as defined in Article 2) and the
<br />performance of all of its obligations under the Note and the Other Obligations (as defined in
<br />Article 2).
<br />ARTICLE 1-GRANTS OF SECURITY
<br />Section 1.1. PROPERTY MORTGAGED. Borrower does hereby
<br />irrevocably, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee and
<br />Trustee's successors and assigns, in trust, with the power of sale, the following property, rights,
<br />interests and estates now owned, or hereafter acquired by Borrower (collectively, the
<br />"Property"): (a) the real property described in Exhibit A attached hereto and made a part hereof
<br />(the "Land"); (b) all additional lands, estates and development rights hereafter acquired by
<br />Borrower for use in connection with the Land and the development of the Land and all additional
<br />lands and estates therein which may, from time to time, by supplemental deed of trust or
<br />otherwise be expressly made subject to the lien of this Security Instrument; (c) the buildings,
<br />structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements
<br />and improvements now or hereafter erected or located on the Land (the "Improvements"); (d)
<br />all easements, rights-ofWway or use, rights, strips and gores of land, streets, ways, alleys,
<br />passages, sewer rights, water, water courses, water rights and powers, air rights and development
<br />rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements,
<br />hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter
<br />belonging, relating or pertaining to the Land and the Improvements and the reversion and
<br />reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue,
<br />opened or proposed, in front of or adjoining the Land, to the center line thereof and all the
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