Unassociated Document


    Exhibit
10.3


    LOAN
AGREEMENT

     

    BETWEEN


     

    MUTUAL
OF OMAHA BANK


     

    AND


     

    ROME
LTH PARTNERS, LP, a Texas limited partnership

     

    December
18, 2009

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	Page
	 	 	 
	ARTICLE
      1 – DEFINITIONS	
                                                          1

                                                        
	 	
                                                          1.1

                                                        	
                                                          Definitions

                                                        	
                                                          1

                                                        
	 	
                                                          1.2

                                                        	
                                                          Additional
      Definitions

                                                        	
                                                          9

                                                        
	 	 
	ARTICLE
      2 - THE LOAN	
                                                          9

                                                        
	 	
                                                          2.1

                                                        	
                                                          Agreement
      to Lend

                                                        	
                                                          9

                                                        
	 	
                                                          2.2

                                                        	
                                                          Use
      of Loan Proceeds

                                                        	
                                                          10

                                                        
	 	
                                                          2.3

                                                        	
                                                          Loan
      Limitation

                                                        	
                                                          10

                                                        
	 	
                                                          2.4

                                                        	
                                                          Advances

                                                        	
                                                          10

                                                        
	 	
                                                          2.5

                                                        	
                                                          Allocations

                                                        	
                                                          10

                                                        
	 	
                                                          2.6

                                                        	
                                                          Reallocations

                                                        	
                                                          10

                                                        
	 	
                                                          2.7

                                                        	
                                                          Limitation
      on Advances

                                                        	
                                                          11

                                                        
	 	
                                                          2.8

                                                        	
                                                          Time
      and Place of Advances

                                                        	
                                                          11

                                                        
	 	
                                                          2.9

                                                        	
                                                          Payments
      by Lender

                                                        	
                                                          11

                                                        
	 	
                                                          2.10

                                                        	
                                                          Estoppel
      Certificate

                                                        	
                                                          12

                                                        
	 	
                                                          2.11

                                                        	
                                                          Interest
      Reserve

                                                        	
                                                          12

                                                        
	 	
                                                          2.12

                                                        	
                                                          Loan
      Extension

                                                        	
                                                          12

                                                        
	 	
                                                          2.13

                                                        	
                                                          Equity
      Requirements

                                                        	
                                                          14

                                                        
	 	 
	ARTICLE
      3 - DISBURSEMENTS	
                                                          14

                                                        
	 	
                                                          3.1

                                                        	
                                                          Conditions
      to Initial Loan Advance

                                                        	
                                                          14

                                                        
	 	
                                                          3.2

                                                        	
                                                          Conditions
      to Advance

                                                        	
                                                          17

                                                        
	 	
                                                          3.3

                                                        	
                                                          Satisfactions
      and Representations for Advances

                                                        	
                                                          19

                                                        
	 	
                                                          3.4

                                                        	
                                                          Advance
      Procedures

                                                        	
                                                          19

                                                        
	 	
                                                          3.5

                                                        	
                                                          Borrower's
      Deposit

                                                        	
                                                          19

                                                        
	 	
                                                          3.6

                                                        	
                                                          Retainage

                                                        	
                                                          19

                                                        
	 	
                                                          3.7

                                                        	
                                                          Advance
      not a Waiver

                                                        	
                                                          20

                                                        
	 	
                                                          3.8

                                                        	
                                                          Advance
      not an Approval

                                                        	
                                                          21

                                                        
	 	
                                                          3.9

                                                        	
                                                          Funds
      Transfer Disbursements

                                                        	
                                                          21

                                                        
	 	 
	ARTICLE
      4 - WARRANTIES AND REPRESENTATIONS	
                                                          21

                                                        
	 	
                                                          4.1

                                                        	
                                                          Governmental
      Requirements

                                                        	
                                                          21

                                                        
	 	
                                                          4.2

                                                        	
                                                          Utility
      and Municipal Services

                                                        	
                                                          21

                                                        
	 	
                                                          4.3

                                                        	
                                                          Easements;
      Access

                                                        	
                                                          21

                                                        
	 	
                                                          4.4

                                                        	
                                                          Uses

                                                        	
                                                          22

                                                        
	 	
                                                          4.5

                                                        	
                                                          Flood
      Plain

                                                        	
                                                          22

                                                        
	 	
                                                          4.6

                                                        	
                                                          [intentionally
      omitted].

                                                        	
                                                          22

                                                        
	 	
                                                          4.7

                                                        	
                                                          No
      Commencement

                                                        	
                                                          22

                                                        
	 	
                                                          4.8

                                                        	
                                                          No
      Proceedings

                                                        	
                                                          22

                                                        
	 	
                                                          4.9

                                                        	
                                                          Plans;
      Construction Contract; Design Services Contract

                                                        	
                                                          22

                                                        
	 	
                                                          4.10

                                                        	
                                                          Leases

                                                        	
                                                          22

                                                        
	 	
                                                          4.11

                                                        	
                                                          Property
      Contracts

                                                        	
                                                          23

                                                        
	 	
                                                          4.12

                                                        	
                                                          Tax
      Parcel

                                                        	
                                                          23

                                                        
	 	
                                                          4.13

                                                        	
                                                          No
      Transfer

                                                        	
                                                          23

                                                        
	 	
                                                          4.14

                                                        	
                                                          Other
      Contracts

                                                        	
                                                          23

                                                        
	 	
                                                          4.15

                                                        	
                                                          Disclosure
      to Guarantor

                                                        	
                                                          23

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      TABLE
OF CONTENTS

      (Continued)

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	Page
	 	
                                                          4.16

                                                        	
                                                          Sale
      of Property

                                                        	
                                                          23

                                                        
	 	
                                                          4.17

                                                        	
                                                          Disclosure

                                                        	
                                                          23

                                                        
	 	
                                                          4.18

                                                        	
                                                          Statements

                                                        	
                                                          23

                                                        
	 	
                                                          4.19

                                                        	
                                                          Business
      Loan

                                                        	
                                                          23

                                                        
	 	
                                                          4.20

                                                        	
                                                          Single
      Asset Real Estate Entity

                                                        	
                                                          24

                                                        
	 	
                                                          4.21

                                                        	
                                                          SPE/Bankruptcy
      Remote Covenants

                                                        	
                                                          24

                                                        
	 	
                                                          4.22

                                                        	
                                                          Construction
      Contract

                                                        	
                                                          25

                                                        
	 	
                                                          4.23

                                                        	
                                                          Master
      Lease

                                                        	
                                                          25

                                                        
	 	
                                                          4.24

                                                        	
                                                          Sublease

                                                        	
                                                          25

                                                        
	 	
                                                          4.25

                                                        	
                                                          LTACH
      Lease

                                                        	
                                                          26

                                                        
	 	
                                                          4.26

                                                        	
                                                          Floyd
      Lease

                                                        	
                                                          26

                                                        
	 	 
	ARTICLE
      5 - COVENANTS OF BORROWER	
                                                          26

                                                        
	 	
                                                          5.1

                                                        	
                                                          Plans,
      Construction Contract, and Design Services Contract Approvals and
      Amendments

                                                        	
                                                          26

                                                        
	 	
                                                          5.2

                                                        	
                                                          Construction

                                                        	
                                                          27

                                                        
	 	
                                                          5.3

                                                        	
                                                          Contracts

                                                        	
                                                          27

                                                        
	 	
                                                          5.4

                                                        	
                                                          Inspector;
      Inspections

                                                        	
                                                          27

                                                        
	 	
                                                          5.5

                                                        	
                                                          Insurance

                                                        	
                                                          28

                                                        
	 	
                                                          5.6

                                                        	
                                                          Commencement;
      Completion

                                                        	
                                                          31

                                                        
	 	
                                                          5.7

                                                        	
                                                          Compliance
      with Requirements

                                                        	
                                                          31

                                                        
	 	
                                                          5.8

                                                        	
                                                          Defects
      and Variances

                                                        	
                                                          31

                                                        
	 	
                                                          5.9

                                                        	
                                                          Surveys

                                                        	
                                                          31

                                                        
	 	
                                                          5.10

                                                        	
                                                          Third
      Party Property Reports.

                                                        	
                                                          32

                                                        
	 	
                                                          5.11

                                                        	
                                                          Appraisals

                                                        	
                                                          32

                                                        
	 	
                                                          5.12

                                                        	
                                                          Permits;
      Licenses; Approvals

                                                        	
                                                          32

                                                        
	 	
                                                          5.13

                                                        	
                                                          Negative
      Covenants

                                                        	
                                                          32

                                                        
	 	
                                                          5.14

                                                        	
                                                          Notice
      to Lender

                                                        	
                                                          33

                                                        
	 	
                                                          5.15

                                                        	
                                                          Brokers

                                                        	
                                                          33

                                                        
	 	
                                                          5.16

                                                        	
                                                          Advertising
      by Lender

                                                        	
                                                          33

                                                        
	 	
                                                          5.17

                                                        	
                                                          Lender's
      Expenses

                                                        	
                                                          33

                                                        
	 	
                                                          5.18

                                                        	
                                                          Accounts

                                                        	
                                                          34

                                                        
	 	
                                                          5.19

                                                        	
                                                          Title
      Insurance Endorsement

                                                        	
                                                          34

                                                        
	 	
                                                          5.20

                                                        	
                                                          Lease
      Requirements.

                                                        	
                                                          34

                                                        
	 	
                                                          5.21

                                                        	
                                                          Property
      Contracts

                                                        	
                                                          35

                                                        
	 	
                                                          5.22

                                                        	
                                                          Audits
      of Property; Fees

                                                        	
                                                          35

                                                        
	 	
                                                          5.23

                                                        	
                                                          Inventory
      of Personal Property

                                                        	
                                                          35

                                                        
	 	
                                                          5.24

                                                        	
                                                          Storage
      of Materials

                                                        	
                                                          35

                                                        
	 	
                                                          5.25

                                                        	
                                                          Compliance
      with Material Agreements

                                                        	
                                                          35

                                                        
	 	
                                                          5.26

                                                        	
                                                          Special
      Account

                                                        	
                                                          35

                                                        
	 	
                                                          5.27

                                                        	
                                                          Additional
      Indebtedness

                                                        	
                                                          36

                                                        
	 	
                                                          5.28

                                                        	
                                                          Deposit
      Relationship

                                                        	
                                                          36

                                                        
	 	
                                                          5.29

                                                        	
                                                          Estoppel
      Certificate

                                                        	
                                                          36

                                                        
	 	
                                                          5.30

                                                        	
                                                          No
      Expansion

                                                        	
                                                          36

                                                        
	 	
                                                          5.31

                                                        	
                                                          Control
      of Borrower

                                                        	
                                                          36

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
       

      
        TABLE
OF CONTENTS

        (Continued)

         

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	 	Page
	ARTICLE
      6 - EVENTS OF DEFAULT	
                                                                      36

                                                                    
	 	
                                                                      6.1

                                                                    	
                                                                      Events
      of Default

                                                                    	
                                                                      36

                                                                    
	 	
                                                                      6.2

                                                                    	
                                                                      Remedies

                                                                    	
                                                                      38

                                                                    
	 	 	 	 
	ARTICLE
      7 - ASSIGNMENTS; SECURITY AGREEMENT	
                                                                      38

                                                                    
	 	
                                                                      7.1

                                                                    	
                                                                      Collateral
      Assignment of Construction Contract, Design Services Contract, and
      Plans

                                                                    	
                                                                      38

                                                                    
	 	
                                                                      7.2

                                                                    	
                                                                      Security
      Agreement as to Accounts

                                                                    	
                                                                      39

                                                                    
	 	
                                                                      7.3

                                                                    	
                                                                      Collateral
      Assignment of Property Contracts

                                                                    	
                                                                      39

                                                                    
	 	
                                                                      7.4

                                                                    	
                                                                      Purchase
      Option.

                                                                    	
                                                                      40

                                                                    
	 	 
	ARTICLE
      8 - FINANCIAL MATTERS	
                                                                      41

                                                                    
	 	
                                                                      8.1

                                                                    	
                                                                      Financial
      Statements

                                                                    	
                                                                      41

                                                                    
	 	
                                                                      8.2

                                                                    	
                                                                      Property
      Reports

                                                                    	
                                                                      42

                                                                    
	 	
                                                                      8.3

                                                                    	
                                                                      [intentionally
      omitted].

                                                                    	
                                                                      42

                                                                    
	 	
                                                                      8.4

                                                                    	
                                                                      Cash
      Flow Distributions

                                                                    	
                                                                      42

                                                                    
	 	
                                                                      8.5

                                                                    	
                                                                      Guarantor
      Financial Covenants

                                                                    	
                                                                      42

                                                                    
	 	 
	ARTICLE
      9 - MISCELLANEOUS	
                                                                      43

                                                                    
	 	
                                                                      9.1

                                                                    	
                                                                      Successors
      and Assigns

                                                                    	
                                                                      43

                                                                    
	 	
                                                                      9.2

                                                                    	
                                                                      Construction

                                                                    	
                                                                      43

                                                                    
	 	
                                                                      9.3

                                                                    	
                                                                      Survival

                                                                    	
                                                                      43

                                                                    
	 	
                                                                      9.4

                                                                    	
                                                                      Applicable
      Law

                                                                    	
                                                                      43

                                                                    
	 	
                                                                      9.5

                                                                    	
                                                                      Notices

                                                                    	
                                                                      43

                                                                    
	 	
                                                                      9.6

                                                                    	
                                                                      No
      Obligation by Lender to Construct

                                                                    	
                                                                      44

                                                                    
	 	
                                                                      9.7

                                                                    	
                                                                      Lender
      Approvals and Requirements

                                                                    	
                                                                      44

                                                                    
	 	
                                                                      9.8

                                                                    	
                                                                      Relationship
      of Parties

                                                                    	
                                                                      44

                                                                    
	 	
                                                                      9.9

                                                                    	
                                                                      Severability

                                                                    	
                                                                      44

                                                                    
	 	
                                                                      9.10

                                                                    	
                                                                      Participations

                                                                    	
                                                                      45

                                                                    
	 	
                                                                      9.11

                                                                    	
                                                                      Usury
      Savings Provision

                                                                    	
                                                                      45

                                                                    
	 	
                                                                      9.12

                                                                    	
                                                                      Controlling
      Document

                                                                    	
                                                                      45

                                                                    
	 	
                                                                      9.13

                                                                    	
                                                                      Consumer
      Protection Waiver

                                                                    	
                                                                      45

                                                                    
	 	
                                                                      9.14

                                                                    	
                                                                      Counterparts

                                                                    	
                                                                      45

                                                                    
	 	
                                                                      9.15

                                                                    	
                                                                      WAIVER
      OF RIGHT TO TRIAL BY JURY

                                                                    	
                                                                      45

                                                                    
	 	
                                                                      9.16

                                                                    	
                                                                      ENTIRE
      AGREEMENT

                                                                    	
                                                                      46

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    List of
Attachments:

     

    
      	
              Exhibit
      A

            	
              Land
      Description

            


    

    
      	
              Exhibit
      B

            	
              Budget

            


    

    
      	
              Exhibit
      C

            	
              [Intentionally
      omitted]

            


    

    
      	
              Exhibit
      D

            	
              Draw
      Request Form

            


    

    
      	
              Exhibit
      D-1

            	
              Subcontractor
      Status Log

            


    

    
      	
              Exhibit
      E

            	
              Compliance
      Certificate

            


    

    
      	
              Exhibit
      F

            	
              [intentionally
      omitted]

            


    

    
      	
              Exhibit
      G

            	
              Affidavit
      of Commencement

            


    

    
      	
              Exhibit
      H

            	
              Affidavit
      of Completion

            


    

    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    LOAN
AGREEMENT

     

    This LOAN
AGREEMENT ("Agreement"), dated as
of December 18, 2009, is executed by and between ROME LTH PARTNERS, LP, a Texas
limited partnership ("Borrower") and MUTUAL
OF OMAHA BANK, a federal savings bank (together with the respective successors,
assigns, and subsequent holders of the Note, "Lender").

     

    ARTICLE 1
- DEFINITIONS

     

    1.1           Definitions.  As
used in this Agreement, the following terms shall have the respective meanings
indicated below.

     

    Advance:  A
disbursement by Lender of any Loan proceeds, insurance proceeds or from the
Borrower's Deposit, in accordance with the provisions hereof.

     

    Advance
Account:  An account established by Borrower with Lender into
which all Advances being made to Borrower will be deposited as provided in Section 2.4
hereof.

     

    Affidavit of
Commencement:  As defined in Section 5.6
hereof, in the form attached hereto as Exhibit G.

     

    Affidavit of
Completion:  As defined in Section 5.6
hereof, in the form attached hereto as Exhibit H.

     

    Agreement:  This
Loan Agreement, as the same may from time to time be amended or supplemented as
permitted herein.

     

    Allocations:  The
line items set forth in the Budget for which Advances of Loan proceeds will be
made.

     

    Appraised
Value:  The value of the Leasehold Estate and Improvements, as
determined by the appraisal obtained pursuant to and complying with the
applicable provisions hereof.

     

    Bonds:  Any
and all of the bonds, revenue anticipation certificates, notes, or other
evidences of indebtedness of any nature issued by, on behalf of, or under the
authority of, either or both of Hospital Authority or Master Lessee, and/or
under which either or both of Hospital Authority or Master Lessee is obligated
to make payments or is otherwise bound in any manner.

     

    Bond
Documents:  All certificates, documents and/or other
instruments of any nature governing, evidencing, securing and/or otherwise
relating to the Bonds, including but not limited to, all revenue anticipation
certificates, promissory notes, and all indentures or other security instruments
of any nature relating to or securing the Bonds.

     

    Borrower
Equity:  The amount applied or to be applied by Borrower for
the acquisition of the Leasehold Estate and/or the construction of the
Improvements as more particularly set forth herein and as otherwise contemplated
by the Budget.

     

    Borrower's
Deposit:  The cash amounts deposited by Borrower with Lender,
from time to time, in accordance with the terms and provisions
hereof.

    


    
      
        
          
            LOAN AGREEMENT – Page
1

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Borrower's Settlement
Statement:  The Settlement Statement containing the purchase
price and other closing costs of Borrower related to the closing of the Loan,
which must be approved by Lender and executed by Borrower and the Title Company
agent.

     

    Budget:  The
budget that is set forth on Exhibit B
attached hereto and incorporated herein by reference of all costs needed or
anticipated for the acquisition of the Leasehold Estate, for the design and
construction of the Improvements in accordance with the Loan Documents and all
applicable Governmental Requirements and Legal Requirements, and for soft costs
and other related development costs, as such budget may be amended with the
approval of Lender from time to time as provided in Section 2.6
hereof or otherwise in Lender's sole discretion.

     

    Business
Day:  As defined in the Note.

     

    Certificate of Substantial
Completion:  A Certificate of Substantial Completion in the
form of the American Institute of Architects contract document form
G704-2000.

     

    Commencement
Date:  January 15, 2010.

     

    Completion:  When
all of the following, in form and substance acceptable to Lender, have been
delivered to and approved by Lender:  (i) a certificate of
occupancy (or its equivalent) from the appropriate Governmental Authority with
respect to the Improvements; (ii) the Certificate of Substantial Completion
from the Design Professional and Contractor (verified by the Inspector);
(iii) endorsement from the Title Company deleting any exception in the
Title Insurance relating to completion of the Improvements and other exceptions
specified by Lender that may be deleted pursuant to applicable regulations,
(iv) a final release and waiver of liens, in form and substance acceptable
to Lender, from the Contractor and, upon request of Lender, any other contractor
or subcontractor (including any laborer, materialman, or other) involved with
the construction of the Improvements, and (v) the Affidavit of Completion,
duly recorded in the real property records of the county in which the Land is
located.

     

    Completion
Date:  December 15, 2010.

     

    Compliance
Certificate:  A certificate, in the form of Exhibit E
attached hereto or in another form acceptable to Lender, certified as being
true, correct, and complete by the chief financial officer of the general
partner of Borrower and reflecting the applicable Debt Service Coverage Ratio,
which certificate must be accompanied by such financial statements and reports
as Lender reasonably requests in order for Lender to verify and approve the Debt
Service Coverage Ratio.

     

    Computation
Date:  Each date upon which the Debt Service Coverage Ratio
shall be calculated in accordance with the provisions hereof.

     

    Computation
Period:  For each Computation Date, the period for which the
Debt Service Coverage Ratio is calculated, which period shall end on such
Computation Date.

     

    Constituent
Party:  Any (i) general partner or joint venturer of
Borrower or any Guarantor, and (ii) corporation, limited liability company,
partnership, joint venture, trust, or other type of business organization
included in the signature for Borrower or any Guarantor that is contained in any
of the Loan Documents or where consent, approval or other authorization is
required for Borrower's or Guarantor's execution of any Loan
Documents.

     

    


    
      
        
          
            LOAN AGREEMENT – Page
2

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Construction
Contract:  Collectively or severally, as the context thereof
shall suggest or require, all contracts and agreements entered into between
Borrower and each Contractor pertaining to the construction of the Improvements
or any part thereof, and all amendments and supplements thereto.

     

    Construction
Schedule:  A construction schedule which shall include the
anticipated commencement and completion dates of each phase or aspect of
construction of the Improvements, and such other information and detail
regarding the construction of the Improvements as Lender may reasonably
request.

     

    Contractor:  Collectively
or severally, as the context thereof shall suggest or require, the General
Contractor and any other person or entity with whom Borrower contracts (whether
for labor, materials, or otherwise) for the construction of the Improvements or
any portion thereof.

     

    Control:  The
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, which shall include, at a
minimum, ownership of at least 51% of any voting securities or beneficial
interests, as applicable.

     

    Debt Service Coverage
Ratio:  With respect to the Property, as of each Computation
Date for the applicable Computation Period, the ratio of Net Operating Income to
Debt Service Requirement.

     

    Debt Service
Requirement:  For the calculation of any Debt Service Coverage
Ratio, and for the applicable Computation Period, the payments of principal (if
any and whether actual or assumed, as provided in the applicable provision
hereof) and accrued interest required to be paid.

     

    Deed to Secure
Debt:  The Deed to Secure Debt of even date herewith executed
by Borrower, for the benefit of Lender, covering, among other property, the
Leasehold Estate and Improvements, to secure the Loan, and any and all
modifications, extensions, renewals, restatements, consolidations, replacements,
and supplements thereof.

     

    Design
Professional:  Collectively or severally, as the context
thereof shall suggest or require, each architect, engineer, and other
professional consultant and planner with whom Borrower contracts, or with whom
any other Design Professional subcontracts, to provide planning, design,
architectural, engineering, construction supervision (other than the Inspector),
or other similar services relating to the Improvements, or any part
thereof.

     

    Design Services
Contract:  Collectively or severally, as the context thereof
shall suggest or require, all contracts and agreements, and all amendments
thereto, entered into between Borrower and each Design Professional, or each
Design Professional and its subcontracted Design Professional, relating to the
design and/or construction of the Improvements.

     

    Draw
Period:  A calendar month.

     

    Draw
Request:  A request submitted  by Borrower to Lender
as a condition precedent to an Advance, in the form of Exhibit D
attached hereto, together with such invoices, documents and certifications as
Lender may require, and with respect to any requested Advances for hard costs, a
completed AIA 6702 and G703..

     

    Environmental
Law:  As defined in the Deed to Secure Debt.

     

    Event of
Default:  As defined in Section 6.1
hereof.

    


    
      
        
          
            LOAN AGREEMENT – Page
3

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Financial
Statements:  As applicable, and as requested by Lender, the
balance sheet, profit and loss statement, reconciliations of capital and
surplus, changes in financial condition, cash flow statement, sources and uses
statement, and/or other financial information of Borrower, any Constituent
Party, any Guarantor or any other party, required pursuant to applicable
provisions of the Loan Documents, prepared in accordance with sound accounting
principles and practices consistently applied from period to
period.

     

    Floyd
Lease:  The lease agreement between Master Lessee, as tenant,
and Borrower, as landlord, covering 8,905 square feet of the
Improvements.

     

    Force
Majeure:  As defined in Section 6.1(c)
hereof.

     

    General
Contractor:  Brasfield & Gorrie.

     

    Governmental
Authority:  Any and all courts, boards, agencies, commissions,
offices, or authorities of any nature whatsoever for any governmental unit
(federal, state, county, district, municipal, city or otherwise), and any and
all municipal services providers, whether now or hereafter in
existence.

     

    Governmental
Requirements:  All constitutions, statutes, laws, ordinances,
rules, regulations, orders, writs, injunctions or decrees of any Governmental
Authority applicable to Borrower, Guarantor, a Constituent Party, and/or the
Property, as applicable.

     

    Gross
Income:  For each Computation Period, the rentals, revenues,
and other cash forms of consideration, received by, or paid to or for the
account of or for the benefit of, Borrower resulting from or attributable to the
operation, leasing, or occupancy of the Property, determined on a cash basis
(except as specified herein), including the following:  (i) rents
by any tenants of the Property using for all calculations hereunder the "actual
rents"; (ii) rents and receipts received by or for the benefit of Borrower
with respect to cable television, licenses, concessions, vending machines,
parking fees, laundry fees, and similar items relating to the Property;
(iii) proceeds received by or for the benefit of Borrower in connection
with any rental loss or business interruption insurance with respect to the
Property; (iv) any other fees or rents collected by, for or on behalf of
Borrower with respect to leasing or operating the Property; (v) any refunds
of deposits with respect to utilities, operations, or leases related to any
portion of the Property; (vi) interest, if any, earned by Borrower on
security and other type deposits of and advance rentals paid by, any tenants of
the Property; and (vii) the amount of any security and other type deposits
and advance rentals relating to the Property which have been
forfeited.  Notwithstanding anything included within the above
definition of Gross Income, there shall be excluded from Gross Income the
following:  (i) any security or other deposits of tenants, unless
and until the same actually are either applied to actual rentals owed or other
charges or fees or forfeited; (ii) the proceeds of any financing or
refinancing with respect to all or any part of the Property; (iii) the
proceeds of any sale or other capital transaction (excluding Leases for
occupancy purposes only) of all or any portion of the Property; (iv) any
insurance or condemnation proceeds paid with respect to the Property to the
extent such proceeds are available and are used to restore or rebuild the
Property as may be permitted in accordance with the terms of the Deed to Secure
Debt, except for rental loss or business interruption insurance; and
(v) any insurance and condemnation proceeds applied in reduction of the
principal of the Note in accordance with the terms of the Deed to Secure Debt,
the Note, or the other Loan Documents; provided, however, nothing set forth
herein shall in any manner imply Lender's consent to a sale, refinancing or
other capital transaction.

     

    Guarantor:  Collectively
or severally, as the context thereof shall suggest or require, William L.
Hutchison, Jr., a Texas resident, and Jason K. Dodd, a Texas
resident.

    


    
      
        
          
            LOAN AGREEMENT – Page
4

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Guaranty:  The
one or more guaranty agreements now or hereafter in effect executed by a
Guarantor in favor of Lender, guaranteeing, in whole or in part, the repayment
of the Indebtedness and/or performance of the Obligations.

     

    Hazardous
Substance:  As defined in the Deed to Secure Debt.

     

    Hospital
Authority:  The Hospital Authority of Floyd County, a public
body corporate and politic organized under the laws of the State of
Georgia.

     

    Improvements:  The
improvements to be constructed on the Land pursuant to the Construction Contract
in accordance with the Plans, and which is generally described as
follows:  a three-story, 54,389 square foot hospital building housing
a 45 bed long term acute care hospital and other hospital uses.

     

    Indebtedness:  As
defined in the Deed to Secure Debt.

     

    Initial
Advance:  The Advance to be made at the time Borrower satisfies
the conditions set forth in Sections 3.1 and
3.2
hereof.

     

    Inspector:  Collectively,
such Person or Persons designated by Lender from time to time to assist Lender
with matters related to the costing, plan review, and inspection of, and other
matters related to,  construction of the Improvements.

     

    Key
Principals:  Shall mean both of William L. Hutchison, Jr., a
Texas resident, and Jason K. Dodd, a Texas resident.

     

    Land:  The
real property described in Exhibit A
attached hereto and incorporated herein by this reference.

     

    Leasehold
Estate:  All of Borrower's rights, titles and interests under
and pursuant to the Sublease, including, but not limited to, Borrower's
leasehold interest in the Land.

     

    Leases:  As
defined in the Deed to Secure Debt, except that such term, when used herein,
shall (i) also include Rents (as defined in the Deed to Secure Debt), and (ii)
shall expressly include the LTACH Lease and the Floyd Lease.

     

    Legal
Requirements:  (i) Any and all covenants, conditions, and
restrictions contained in any deeds, other forms of conveyance, or in any other
instruments of any nature that relate in any way or are applicable to the
Property or the ownership, use, or occupancy thereof, (ii) Borrower's, each
Guarantor's and each Constituent Party's presently or subsequently effective
organizational documents creating or governing such party or which authorize
such party's participation in the subject transaction, (iii) any and all
Leases, (iv) any and all Construction Contracts and Property Contracts, and
(v) any and all ground leases and other leases, other than Leases, pursuant
to which Borrower is granted a possessory interest in and to the Land and/or the
Improvements.

     

    Loan:  The
loan from Lender to Borrower evidenced, governed, and secured by the Note, this
Agreement, the Deed to Secure Debt, and the other Loan Documents.

     

    Loan
Amount:  TWELVE MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($12,750,000.00).

    


    
      
        
          
            LOAN AGREEMENT – Page
5

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Loan
Documents:  The Note, the Deed to Secure Debt, this Agreement,
each Guaranty, financing statements,  and any and all other
agreements, instruments and documents now or hereafter evidencing, governing,
securing, guaranteeing any portion of the Indebtedness, or otherwise in respect
of the Loan, and any and all renewals, modifications, restatements,
consolidations, replacements, supplements, or extensions hereof or
thereof.

     

    Loan
Extension:  As defined in Section 2.11
hereof.

     

    Loan Extension
Fee:  A fee payable by Borrower to Lender in an amount, at the
date and upon the circumstances as follows:  (i) an amount equal
to one-quarter of one percent (0.25%) of the outstanding principal balance of
the Note as of the effective date of the first Loan Extension, and (ii) an
additional amount equal to one-quarter of one percent (0.25%) of the outstanding
principal balance of the Note on the effective date of the second Loan Extension
if the Loan has not been fully paid and satisfied as of such date.

     

    Loan
Fee:  An amount equal to three-quarters of one percent (0.75%)
of the amount of the Loan, to be paid by Borrower to Lender on or before the
date of the Initial Advance as specified in Section 3.1
hereof.

     

    LTACH
Lease:  That certain Lease Agreement dated December __, 2009,
between Borrower, as landlord, and Specialty Hospital, as tenant, which lease
shall: (i) cover 46,294 square feet of the Improvements; (ii) have a term of not
less than eighteen (18) years; (iii) have four (4) five-year renewal options;
(iii) be a "triple net" lease; (iv) have a rental rate acceptable to Lender in
its sole and absolute discretion; and (v) otherwise be in form and substance
acceptable to Lender.

     

    Major
Subcontractor:  Means (i) any contractor, subcontractor or
material supplier involved with the construction of the Improvements with a
budgeted or contracted amount in excess of $100,000.00, in the aggregate, and
(ii) if requested by Lender, any and/or all other subcontractors and/or material
suppliers involved with the construction of the Improvements.

     

    Management
Agreement:  Any agreement between Borrower and another entity
or person for the management, operation or leasing of any portion of the
Property.

     

    Master
Lease:  That certain Lease, Transfer and Reversion Agreement
dated December 17, 1996, by and between Hospital Authority, as landlord, and
Master Lessee, as lessee, as amended by the following: (i) that certain
First Amendment of Lease, Transfer and Reversion Agreement, dated
October 28, 1997; (ii) that certain Second Amendment of Lease,
Transfer and Reversion Agreement, dated July 24, 2006; and (iii) that
certain Third Amendment of Lease, Transfer and Reversion Agreement, dated
April 1, 2009; as same may hereafter be amended, restated and/or
replaced.

     

    Master Lease
Estoppel:  That certain Recognition, Non-Disturbance and
Estoppel Agreement dated December __, 2009, executed by Hospital Authority to
Lender.

     

    Master
Lessee:  Floyd Healthcare Management, Inc., a Georgia
non-profit corporation.

     

    Material Adverse
Effect:  Any event, circumstance, fact, condition, development,
or occurrence that has had or could reasonably be expected to have any material
and adverse effect on (i) the business, condition (financial or otherwise),
operations, prospects, liabilities, results of operations, capitalization,
liquidity, or any assets of Borrower, any Constituent Party (if any), Guarantor
(if any), as the case may be, taken as a whole; (ii) the ability of
Borrower, any Constituent Party (if any), Guarantor (if any), as the case may
be, to pay the Indebtedness and perform the Obligations under the Loan Documents
for which such respective party is responsible, in strict accordance with the
terms and provisions therefor; (iii) the validity, enforceability, or
binding effect of any material provision of the Loan Documents; or (iv) the
value of the Property.

    


    
      
        
          
            LOAN AGREEMENT – Page
6

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Maturity
Date:  As defined in the Note.

     

    Net Operating
Income:  With respect to the Property, for each applicable
Computation Period, the Gross Income less Operating Expenses, determined on a
cash basis of accounting except as otherwise provided.

     

    Note:  That
certain Promissory Note, of even date herewith, in the Loan Amount, executed and
delivered by Borrower payable to the order of Lender, and any and all renewals,
modifications (including any principal increases), restatements, consolidations,
replacements, supplements, or extensions thereof.

     

    Obligations:  As
defined in the Deed to Secure Debt.

     

    Operating
Expenses:  All reasonable expenses in an amount equal to those
amounts actually incurred and paid by Borrower with respect to the ownership,
operation, management, leasing and occupancy of the Property, determined on a
cash basis, except as otherwise specified herein, including the following (but
without duplication of any item):  (i) ad valorem taxes
calculated on an accrual basis (and not on the cash basis) of accounting for the
Computation Period; such accrual accounting for ad valorem taxes shall be based
upon taxes actually assessed for the current calendar year, or if such
assessment for the current calendar year has not been made, then until such
assessment has been made (and with any retroactive adjustments for prior
calendar months as may ultimately be needed when the actual assessment has been
made) ad valorem taxes for the Computation Period shall be estimated to be an
amount equal to one hundred percent (100%) of the assessment for the immediately
preceding Computation Period; (ii) foreign, U.S., state, and local sales,
use, or other taxes except for taxes measured by net income; (iii) special
assessments or similar charges against the Property; (iv) costs of
utilities, air conditioning and heating for the Property to the extent not paid
by tenants; (v) maintenance and repair costs for the Property (except for
capital repairs); (vi) management fees (provided, however, the amount of
such management fees which may be charged hereunder shall not exceed the sum of
five percent (5%) and shall not be less than three percent (3%) of the Gross
Income for each applicable calendar month; (vii) all salaries, wages and
other benefits to "on-site" employees of the Borrower or any property manager,
directly attributable to the Property, (excluding all salaries, wages and other
benefits of officers and supervisory personnel, and other general overhead
expenses of Borrower and Manager) employed in connection with the leasing,
maintenance, and management of the Property; (viii) insurance premiums
calculated on an accrual basis (and not on the cash basis) of accounting for the
Computation Period; such accrual accounting for insurance premiums shall be
based upon the insurance premiums for the Property which were last billed to the
Borrower; (ix) outside accounting and audit fees and costs and
administrative expenses in each case reasonably incurred by Borrower in
connection with the direct operation and management of the Property;
(x) any payments, and any related interest thereon, to tenants of the
Property with respect to security deposits or other deposits required to be paid
to tenants but only to the extent any such security deposits and related
interest thereon have been previously included in Gross Income; and
(xi) all other normal and customary expenses for the operation of the
Property.  Notwithstanding anything to the contrary as being included
in the definition of Operating Expenses, there shall be excluded from Operating
Expenses the following:  (i) depreciation and any other non-cash
deduction allowed to Borrower for income tax purposes; (ii) any
compensation or fees, including lease commissions, paid to managing agents,
leasing agents, brokers, or other third parties or affiliates of Borrower which
are in excess of reasonable and necessary compensation or fees which would be
payable to unrelated third parties in arms' length transactions for similar
services in the area in which the Property is located; (iii) all salaries,
wages and other benefits to "off-site" employees and all other general
"off-site" overhead expenses of Borrower, any property manager, or other
professional manager of the Property; (iv) any and all payments of ad
valorem taxes for either real or personal property (except for the accrual
amount allowed pursuant to clause (3)(i)
above); (v) any and all payments of insurance premiums (except for the
accrual amount allowed pursuant to clause (3)(viii)
above); (vi) capital repairs, and tenant finish costs and capital
expenditures; and (vii) any and all principal, interest or other costs paid
under or with respect to the Note or Loan or with respect to any other financing
with respect to the Property, whether unsecured or secured by all or any portion
of the Property.

    


    
      
        
          
            LOAN AGREEMENT – Page
7

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Person:  means
any individual, corporation, limited liability company, partnership, joint
venture, estate, trust, unincorporated association, or any other business
entity, or any federal, state, county or municipal government or any bureau,
department or agency thereof and any fiduciary acting in such capacity on behalf
of any of the foregoing.

     

    Permitted
Reallocation:  As defined in Section 2.6
hereof.

     

    Plans:  The
plans and specifications for the construction of the Improvements, prepared by
the Design Professional, and approved as required herein, all amendments thereof
and supplements thereto, approved if and as required herein, and all other
design, engineering or architectural work, tests, reports, surveys, shop
drawings and similar items related thereto.  The Plans shall, and
shall include a statement signed by the Design Professional that the Plans,
conform to the recommendations of the soils report obtained pursuant to Section 5.10(a)
hereof.

     

    Preliminary
Advance:  As defined in Section 3.1 of
this Agreement.

     

    Property:  Collectively,
the Leasehold Estate, the Improvements, and the following, as such terms are
defined in the Deed to Secure Debt:  Fixtures, Personalty, Contracts,
Leases and Rents.

     

    Property
Contracts:  Any Contract (as such term is defined in the Deed
to Secure Debt) related to or which affects all or any portion of the operation
or use of any portion of the Property, including all Management Agreements, all
service contracts, and all utility, maintenance and security contracts, but
excluding Leases.

     

    Property Management
Agreement:  That certain Property Management Agreement dated
December __, 2009, between Borrower, as owner, and Specialty Hospital, as
manager.

     

    Purchase
Option:  The right of Master Lessee to purchase the Property as
provided in Section 4.3(d) and 4.3(e) of the Sublease.

     

    Purchase Proceeds:
All of Borrower's rights to receive payments, receipts, revenues, interest and
income of any kind under or in connection with the Purchase Option.

     

    Retainage
Percentage:  An amount equal to ten percent (10%).

     

    Special
Account:  Collectively or individually, one or more deposit
accounts (other than the Advance Account) that Borrower establishes with Lender
pursuant to the terms of the Loan Documents, each of which shall be used solely
for the purpose or purposes stated in the Loan Documents for the respective
account.

     

    Specialty
Hospital:  The Specialty Hospital, LLC, a Georgia limited
liability company.

    


    
      
        
          
            LOAN AGREEMENT – Page
8

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Subcontractor Status
Log:  Shall have the meaning ascribed to such term in Section 3.2(h) of
this Agreement.

     

    Sublease:  That
certain Ground Lease Agreement dated December __, 2009, by and between Master
Lessee, as landlord, and Borrower, as tenant, as same may hereafter be amended,
restated and/or replaced.

     

    Sublease
Estoppel:  That certain Recognition, Non-Disturbance and
Estoppel Agreement dated December __, 2009, executed by Master Lessee to
Lender.

     

    Title
Company:  The title company (and its issuing agent, if
applicable) issuing the Title Insurance, which shall be acceptable to Lender in
its sole discretion.

     

    Title
Insurance:  One or more Mortgagee or Loan Policies of Title
Insurance, as Lender may require, issued by the Title Company, not issued on a
coinsurance basis unless approved by Lender in Lender's sole discretion, in the
amount of the Loan plus any other insurable amount secured by the Deed to Secure
Debt, insuring that the Deed to Secure Debt constitutes a valid, first priority
lien covering the Leasehold Estate, the Improvements, and any other improvements
on the Land, subject only to those exceptions which Lender may approve, and
containing such affirmative coverages and endorsements as Lender may
require.

     

    Total
Cost:  The aggregate costs required to acquire the Leasehold
Estate (if same is included in the Budget) and construct the Improvements
thereon, together with such other costs related thereto, as reflected in the
Budget.

     

    1.2           Additional
Definitions.  As used herein, (i) "hereof," "hereby,"
"hereto," "hereunder," "herewith," and similar terms mean of, by, to, under and
with respect to, this Agreement or to the other documents or matters being
referenced; (ii) "heretofore" means before, "hereafter" means after, and
"herewith" means concurrently with, the date of this Agreement; (iii) all
pronouns, whether in masculine, feminine or neuter form, shall be deemed to
refer to the object of such pronoun whether same is masculine, feminine or
neuter in gender, as the context may suggest or require; (iv) all terms
used herein, whether defined in Section 1.1
hereof, and whether used in singular or plural form, shall be deemed to refer to
the object of such term whether such is singular or plural in nature, as the
context may suggest or require; and (v) the words "include," "includes,"
and "including" shall be deemed to be followed by the phrase "without
limitation," unless the context clearly indicates otherwise.

     

    ARTICLE 2
- THE LOAN

     

    2.1           Agreement to
Lend.  Lender hereby agrees to lend to Borrower up to but not
in excess of the Loan Amount, and Borrower hereby agrees to borrow such sum from
Lender, all upon and subject to the terms and provisions of this Agreement, the
Note, and the other Loan Documents, such sum to be evidenced by the
Note.  The Loan is not a revolving credit, therefore, no principal
amount repaid by Borrower may be reborrowed by Borrower.  Lender's
commitment to lend shall terminate automatically upon the Maturity Date or if
the Loan is prepaid in full.  Interest on the principal of the Loan
shall be limited to and calculated with respect to Loan proceeds actually
disbursed to Borrower pursuant to the terms of this Agreement and the Note and
which are outstanding from time to time.  To the extent that Loan
proceeds are insufficient to pay all costs required for the acquisition,
development, construction, and completion of the Property, and all other costs
associated with the Property or the Loan Documents, Borrower shall pay such
excess costs with funds derived from sources other than the
Loan.  Notwithstanding anything contained herein or in the Loan
Documents, upon and after a Loan Extension, if any, Lender shall not be
obligated to make, and Borrower shall not be entitled to request, any further
Advances.

    


    
      
        
          
            LOAN AGREEMENT – Page
9

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    2.2           Use of Loan
Proceeds.  The proceeds of the Loan shall be used solely to
acquire or refinance the acquisition of the Leasehold Estate, to construct the
Improvements, and for other related costs and expenses in accordance with the
Budget, this Agreement, and the Borrower's Settlement Statement.  If
Borrower does not use all of the Loan proceeds for each Allocation for the
specific purpose thereof, those unused Loan proceeds for such Allocation cannot
be used for a different purpose or otherwise funded to or for the benefit of
Borrower except if reallocated as provided in Section 2.6
hereof.

     

    2.3           Loan
Limitation.  Notwithstanding anything in the Note, this
Agreement, the other Loan Documents or the Loan Amount to the contrary, the
aggregate amount of Loan proceeds which Lender shall be obligated to disburse,
and for which Borrower shall be entitled to request, shall not exceed the lesser
of:  (i) the Loan Amount; (ii) sixty-seven percent (67%) of
the Appraised Value; or (iii) seventy-six and one-half of one percent
(76.5%) of Total Cost.

     

    2.4           Advances.  All
Advances are subject to the conditions and requirements contained in this
Agreement.  Advances shall be made only once each Draw
Period.  Advances will be made only for actual costs incurred to third
parties in accordance with the Budget and other provisions
hereof.  Except as otherwise provided in this Agreement, all Advances
will be deposited in the Advance Account; provided that if not all of the
conditions to an Advance have been satisfied, or if an Event of Default exists,
but Lender elects to make such Advance, then Lender shall have the unconditional
right, exercisable in Lender's sole discretion, to make such Advance, in whole
or in part, to one or more of (i) directly to Borrower by depositing same
in the Advance Account, (ii) directly to the Contractor, Design
Professional, or other third party owed, and/or (iii) jointly to the
Borrower and any one or more of the Contractor, Design Professional, or other
third party owed.  Borrower will hold the Advances in the Advance
Account (until payment to the proper payee) as a trust fund for the purpose of
paying the cost of construction of the Improvements and related nonconstruction
costs contained in the Draw Request pursuant to which such Advance was
made.  Borrower will apply the same promptly to the payment of the
costs and expenses for which each Advance is made and will not use any part
thereof for any other purpose.

     

    2.5           Allocations.  The
purposes for which the Loan proceeds are allocated and the respective amounts of
such Allocations are set forth in the Budget.  Loan proceeds shall be
disbursed only for the purposes set forth in the Budget and only until the Loan
Extension.  Lender shall not be obligated to make an Advance from an
Allocation set forth in the Budget to the extent that the amount of the Advance
for such Allocation would, when added to all prior Advances for such Allocation,
exceed the total of such Allocation as set forth in the
Budget.  Lender shall not be obligated to make an Advance from an
allocation for "Contingency" as set forth in the Budget; all Loan proceeds
provided in a "Contingency" Allocation in the Budget must be reallocated
pursuant to Section 2.6
hereof as a condition to the Advance of such proceeds.

     

    2.6           Reallocations.  Borrower
shall not be entitled to require that Lender reallocate Loan proceeds from any
Allocation to any other Allocations.  Borrower may request Lender to
make a reallocation of Loan proceeds among one or more Allocations (including
any "Contingency" Allocation) in the Budget; provided, however, any such
reallocation shall be in Lender's sole and absolute discretion, except Lender
shall not unreasonably withhold its consent for a requested Reallocation from a
"Contingency" to another Allocation. To the extent the amount of the Loan
proceeds actually needed and disbursed for any Allocation is less than the
amount of the Allocation, and the use of those Loan proceeds are not otherwise
reallocated as herein provided, then such unused Loan proceeds shall not be
available for Advances.  If any Loan proceeds are reallocated at the
request of Borrower and in accordance with this Section 2.6,
then the Budget shall be deemed amended in accordance with such
reallocation.  Lender reserves the right, at its option, to disburse,
while an Event of Default exists, Loan proceeds allocated to any of the
Allocations for such other purposes or in such different proportions as Lender
may, in its sole discretion, deem necessary or
advisable.  Notwithstanding the foregoing, Borrower shall have the
right to reallocate amounts in any Allocation (exclusive of the Allocations for
the interest reserve or reserves for taxes and insurance) to any other
Allocation in an amount not to exceed $25,000.00 per any individual
reallocation, and $100,000.00, in the aggregate, from any such Allocation,
whether made at one or multiple times, upon prior written notice to Lender (a
"Permitted
Reallocation").

    


    
      
        
          
            LOAN AGREEMENT – Page
10

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    2.7           Limitation on
Advances.  Lender may withhold from an Advance or, on account
of subsequently discovered evidence, withhold from a later Advance or require
Borrower to repay to Lender the whole or any part of any earlier Advance, to the
extent necessary to protect Lender from loss on account of (i) obligations
of Borrower to be performed pursuant to the Loan Documents on or before the
subject date that have not been performed; (ii) defective work not
remedied, (iii) liens filed or reasonable evidence indicating probable
filing of liens, (iv) the failure of Borrower to make payments to the
Contractor or subcontractors for material or labor, or (v) a reasonable
doubt by Lender that the construction of the Improvements can be completed for
the sum of (A) the balance of the Loan then undisbursed, (B) the
balance of any undisbursed Borrower's Deposits, and (C) the balance of any
other deposits made by Borrower into a Special Account with Lender for any of
the foregoing purposes.  When all such grounds are cured, Borrower may
request the Advance of any amount so withheld because of the
foregoing.

     

    2.8           Time and Place of
Advances.  Lender shall require five (5) Business Days prior
receipt of a Draw Request with all required supporting items before the making
of any Advance.  Except as otherwise set forth in this Agreement, all
Advances will be made by direct deposit into the Advance Account.

     

    2.9           Payments by
Lender.  At any time that an Event of Default exists, Lender
may, in Lender's sole discretion and option, without the request or consent of
Borrower, pay, or make an Advance of any amount which has not been disbursed
under the Loan to pay, all or any portion of (i) accrued but unpaid
interest under the Loan Documents to Lender; (ii) any or all costs of or
related to construction of the Improvements by check or wire transfer directly
to the parties entitled thereto as determined by Lender; (iii)  any fees,
charges, or expenses payable by Borrower to Lender pursuant to any of the Loan
Documents; and (iv) any or all other expenses or amounts incurred or paid
by Lender that are payable or reimbursable by Borrower to Lender pursuant to any
of the Loan Documents; provided that Lender shall have no obligation to make any
such payments or Advances.  Lender can make any such payments or
Advances from time to time in whole or in part, and in any order, that Lender
determines in its sole discretion.  Lender, at its option, may make
any such Advance of Loan proceeds by debiting the Loan in the amount of the
Advance and disbursing such amount to itself or any other payee.  For
these purposes, Lender is not restricted to the Allocations set forth in the
Budget, and Lender shall have the right, at its option, to disburse Loan
proceeds allocated to any of the Allocations for such other purposes and in such
different proportions as Lender may, in its sole discretion, deem necessary or
advisable.  At any time that an Event of Default exists, if Lender
elects, in Lender's sole discretion, to make any such payments with an Advance
of Loan proceeds, such payments shall be treated as an Advance for all purposes,
shall be due and payable by Borrower on the date the principal of the Note is
due and payable, and shall accrue interest at the rate that the principal of the
Note accrues interest.  Any payments made by Lender in accordance with
this Section (that Lender does not elect to treat as an Advance, shall be deemed
Costs (as defined in the Deed to Secure Debt), shall constitute Indebtedness
secured by the Deed to Secure Debt and other applicable Loan Documents, and
shall be payable and accrue interest, as provided in the Deed to Secure Debt,
unless the Loan Documents expressly provided otherwise with respect to such
payments.

    


    
      
        
          
            LOAN AGREEMENT – Page
11

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    2.10           Estoppel
Certificate.  Borrower will deliver to Lender from time to
time, within five (5) Business Days after request therefor, an estoppel
certificate or written statement, duly acknowledged, stating the amount of Loan
proceeds that have been disbursed to Borrower, the amount due on the Note, and
whether any offsets or defenses exist against the Note or any of the other Loan
Documents.

     

    2.11           Interest
Reserve.  Lender may disburse, from time to time during the
term of the Loan, but not after the Loan Extension, as interest becomes due and
payable, Loan proceeds by journal entry to pay accrued but unpaid interest on
the Loan in an aggregate amount not exceeding the interest reserve Allocation in
the Budget, and such journal entry payment shall constitute an
Advance.  At any time, Lender may evaluate the sufficiency of the
interest reserve Allocation, exercising its reasonable judgment in light of
(i) cost overruns or change orders; (ii) failure of the Improvements
to be completed in a timely manner in accordance with the Construction Schedule,
or (iii) other factors.  If Lender determines that the interest
reserve Allocation is not sufficient, Lender may, in Lender's sole discretion
and at Lender's option, (i) require a Borrower's Deposit for the
deficiency, (ii) exercise its rights under Section 2.9
hereof, or (iii) make written demand on Borrower to pay all future interest
out of Borrower's own funds until the undisbursed portion of the interest
reserve Allocation is sufficient in Lender's reasonable judgment to cover any
and all such amounts to become due with respect thereto.

     

    2.12           Loan
Extension.  The Loan may be extended (the "Loan Extension") two
(2) times for twelve (12) months each upon written request ("Loan Extension
Notice") by Borrower to Lender not less than thirty (30) Business Days
before the earlier of the requested date for the Loan Extension or the original
Maturity Date (or the Maturity Date after the first Loan Extension, if
applicable), and achievement by Borrower, to the satisfaction of Lender, of each
of the following conditions, except to the extent that Lender has waived, in
writing and in Lender's sole discretion, any such condition:

     

    (a)           Completion.  Completion
shall have occurred on or before the Completion Date, and all requirements of
Section 3.6
hereof shall have been satisfied.

     

    (b)           As-Built Plans and
Survey.  Lender shall have received a complete set of
"as-built" plans and specifications for the Improvements reflecting compliance
of the Improvements with the Plans, and an "as-built" survey of the Improvements
showing that the Improvements do not encroach on any property line, building
line or easement of or on the Property.

     

    (c)           Title
Insurance.  The Title Insurance shall have been endorsed and
down-dated in satisfaction of all requirements under Section 5.19
hereof.

     

    (d)           Release.  Borrower
shall have released Lender from any claims, causes of action, or demands
Borrower may have against Lender or defenses or offsets to the payment of the
Loan or any other amounts due under the Loan Documents.

     

    (e)           Default.  No
Event of Default, or any event, circumstance or action, which with the giving of
notice, passage of time or both would give rise to an Event of Default, has
occurred and exists as of the date of the Loan Extension Notice or at any time
between the date of the Loan Extension Notice and the effective date of the Loan
Extension.

     

    (f)           Fee.  Lender
shall have been paid, in cash, the Loan Extension Fee payable at the time of the
Loan Extension.

     

    (g)           Insurance.  Lender
shall have received proof that Borrower has obtained all insurance required by
the Loan Documents.

    


    
      
        
          
            LOAN AGREEMENT – Page
12

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (h)           Contracts.  If
requested by Lender, Lender shall have received copies of and approved, which
approval shall not be unreasonably withheld, all Property Contracts in existence
as of the effective date of the Loan Extension.

     

    (i)           Status.  No
Material Adverse Effect shall have occurred.

     

    (j)           Expenses.  Borrower
shall have paid all reasonable expenses incurred by Lender in connection with
the review and approval of the Loan Extension, including all reasonable fees and
expenses of counsel for Lender.

     

    (k)           Management.  Borrower
and the manager under each Management Agreement shall have duly executed and
delivered to Lender a subordination agreement in form and substance acceptable
to Lender, in favor of Lender with respect to their rights under any Management
Agreement.

     

    (l)           Extension Debt
Coverage.  The Property shall have achieved a 1.50 to 1.00 or
better Debt Service Coverage Ratio for the following Computation Periods subject
to the following parameters:  (i) the Computation Dates shall be
the date which is either (A) for the first Loan Extension, the last day of
the three (3) calendar months immediately preceding the date the Loan Extension
Notice is given, or (B) for the second Loan Extension, the date which is
the last day of the six (6) preceding calendar months immediately preceding the
date the applicable Loan Extension Notice is given; (ii) the Computation
Periods shall be each calendar month ending on the respective Computation Date,
and (iii) the Debt Service Requirement shall be determined based on
(A) the outstanding principal balance of the Note as of such Computation
Date, and (B) required principal and interest payments necessary to fully
amortize such principal balance over a twenty-five (25) year period at an
interest rate equal to the greater of (I) seven percent (7.0%) per annum,
or (II) the then interest rate for 10-year constant maturity U.S. Treasury
Notes plus two and one-half of one percent (2.5%) per annum, or (III) the
then actual effective interest rate on the Note on the Computation
Date.  Notwithstanding the failure of the Property to achieve the
aforesaid required Debt Service Coverage Ratio, Borrower shall have the right to
pay to Lender, before the then Maturity Date, an amount of principal sufficient
for the Property to meet such required Debt Service Coverage Ratio and thereby
satisfy such test.  Borrower shall have delivered to Lender with the
Loan Extension Notice a Compliance Certificate reflecting the applicable Debt
Service Coverage Ratio.

     

    (m)           Documentation.  Borrower
shall execute and deliver to Lender an extension and modification agreement and
such other documentation as Lender may require in connection therewith, all of
which shall be in form and substance acceptable to Lender.  Borrower
shall have delivered to Lender the written consent, in form and substance
acceptable to Lender, to such extension from the Guarantor and from the owner of
the property described in the Deed to Secure Debt, if such owner is a party
other than Borrower.

     

    (n)           Opinion.  If
required by Lender, Borrower shall have delivered an opinion of counsel for
Borrower, in form and substance acceptable to Lender, stating that, inter alia, the documents,
as amended, executed in connection with the Loan create valid, binding and
enforceable obligations of Borrower and the transaction evidenced thereby
violates no provision of any applicable law (including all usury
laws).

     

    (o)           Loan to
Value.  Lender shall have obtained, at Borrower's cost, a
current appraisal reflecting the Appraised Value (on an "as stabilized" basis)
which produces a loan to value percentage of sixty-seven percent (67%) or
better.  Notwithstanding the failure of the Property to achieve the
aforesaid loan to value percentage, Borrower shall have the right to pay Lender,
before the then Maturity Date, an amount of principal sufficient for the
Property to meet such required loan to value percentage and thus satisfy such
test.

    


    
      
        
          
            LOAN AGREEMENT – Page
13

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (p)           Sublease.  Master
Lessee shall have delivered to Lender an estoppel certificate, in form and
substance acceptable to Lender, certifying that, to the best knowledge of Master
Lessee, as of the date of the applicable Loan Extension, there is no default or
fact or circumstance which with the giving of notice or passage of time, or
both, could constitute a default, under the Sublease.

     

    (q)           Other.  Borrower
shall have delivered to Lender such other documents and certificates as Lender
may reasonably request which do not conflict with the terms and provisions of
this Agreement.

     

    2.13        Equity
Requirements.  As a condition precedent to Lender's obligations
under Section 3.1,
Borrower shall contribute Three Million Nine Hundred Twenty-Five Thousand One
Hundred Seventy Six and No/100 Dollars ($3,925,176.00) of its funds to the
Property as set forth in the Budget.

     

    ARTICLE 3
- DISBURSEMENTS

     

    3.1           Conditions to Initial Loan
Advance.  The obligation of Lender to make the Initial Advance
is subject to the prior or simultaneous occurrence or satisfaction of each of
the following conditions.

     

    (a)           Documentation.  Lender
shall have received (i) all of the Loan Documents which Lender may require,
in form and substance acceptable to Lender, duly executed (including
acknowledged and sworn to as applicable) by all parties thereto, including this
Agreement, the Note, the Deed to Secure Debt, and each Guaranty (if applicable),
and duly recorded if required by Lender, and (ii) any and all certificates
of the organizational status and authority of Borrower, each Guarantor, and each
Constituent Party with respect to the execution, delivery, and performance of
all of their respective obligations under the Loan Documents.

     

    (b)           Title
Insurance.  Lender shall have received the Title Insurance duly
issued by the Title Company, at the sole expense of Borrower.  Lender
shall have received, at Borrower's expense, and shall have approved, legible
copies of all instruments representing exceptions to the state of title to the
Land, the Improvements, and any other improvements on the Land.

     

    (c)           UCC
Search.  Lender shall have received, at Borrower's expense,
financing statement searches covering Borrower and any other persons or entities
required by Lender, all of which must be acceptable to Lender.

     

    (d)           Survey.  Lender
shall have received a current survey of the Land and any then existing
improvements thereon as required pursuant to and in conformity with Section 5.9
hereof.

     

    (e)           Releases.  Borrower
shall have delivered a duly executed release of all (if any) liens and
termination of all (if any) security interests affecting the Property (other
than liens and security interests created by the Loan Documents and the lien for
ad valorem taxes that are not past due).

     

    (f)           Appraisal.  Lender
shall have received, at the sole expense of Borrower, a current appraisal of the
Leasehold Estate and Improvements prepared by a qualified MAI appraiser (who is
completely independent from Borrower, each Constituent Party, each Guarantor,
and their affiliates and related persons, and is acceptable to and engaged by
Lender), in form, scope and substance acceptable to Lender, in conformity with
the requirements of Lender, and approved in accordance with the requirements of
Lender, showing the "as is" value, the "completed" value, the "completed and
stabilized" value, and/or such other valuations as may be required by
Lender.

    


    
      
        
          
            LOAN AGREEMENT – Page
14

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (g)           Soils
Report.  Lender shall have received and approved a soils report
pursuant to and in conformity with Section 5.10(a)
hereof.

     

    (h)           Environmental
Report.  Lender shall have received and approved an
environmental site assessment in conformity with Section 5.10(b)
hereof.

     

    (i)       
    Loan
Fee.  Lender shall have received payment of the Loan
Fee.

     

    (j)         
  Borrower
Equity.  Borrower must have (i) paid toward the
acquisition of the Leasehold Estate, (ii) deposited into the Advance
Account and/or a Special Account, and/or (iii) otherwise invested into the
Property in a manner acceptable to Lender in its sole discretion, a sum of money
equal to the Borrower Equity to be used for the purposes specified in the
Budget.

     

    (k)      
    Lease
Matters.  Lender shall have received and approved: (i) a fully
executed copy of the Master Lease; (ii) a fully executed original counterpart of
the Master Lease Estoppel; (iii) a fully executed copy of the Sublease; (iv) a
fully executed original counterpart of the Sublease Estoppel; (v) a fully
executed copy of the LTACH Lease; and (vi) a fully executed copy of the Floyd
Lease.

     

    (l)       
    Bonds and Bond
Documents.  Lender shall have received and approved such
assurances relating to the Bonds and the Bond Documents as Lender reasonably
requests, which assurances may include, but shall not be limited to, an opinion
of counsel and one or more estoppel certificates or other documents, each of
which shall be in form and substance reasonably acceptable to
Lender.  Lender acknowledges that this condition shall be satisfied by
delivery to Lender of the estoppel letter from U.S. Bank, National Association,
in the form prepared by Lender's counsel, or, of legal opinions, in form and
substance acceptable to Lender's counsel, from King & Spalding and Wade
Monk, Esq.

     

    (m)          Others.  Lender
shall have received from Borrower such other instruments, evidence, and
certificates as Lender may reasonably require, including the items indicated
below, all of which must be in form and substance reasonably satisfactory to
Lender:

     

    (i)        
   all Financial Statements and all Property reports, statements,
rent rolls, and budgets required pursuant to the Loan Documents or otherwise by
Lender in connection with the Loan application and approval
process;

     

    (ii)           certificates
evidencing Borrower has obtained all insurance required by the Loan
Documents;

     

    (iii)           evidence
that all taxes and assessments levied against or affecting the Property have
been paid current;

     

    (iv)           a
flood certificate or other evidence as to the flood status of the Land which is
reasonably acceptable to Lender;

     

    (v)        
   a true, complete, and executed copy of Borrower's Settlement
Statement;

    


    
      
        
          
            LOAN AGREEMENT – Page
15

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (vi)           if
requested by Lender, an insured closing letter from the Title Company as to the
title agent handling the closing;

     

    (vii)     
    evidence of compliance with, and the truth and accuracy
of, each of the representations and warranties contained in Sections 4.2,
4.4, and 4.6 of this
Agreement;

     

    (viii)         evidence
that the Land has access to and from a public, dedicated
right-of-way;

     

    (ix)           if
requested by Lender, a site plan reflecting the proposed Improvements and/or
development of the Land;

     

    (x)            a
copy of the Plans, each Construction Contract and each Design Services
Contract;

     

    (xi)           a
detailed, line-item budget for the acquisition of the Leasehold Estate and
construction of the Improvement, in form and substance acceptable to Lender, in
its sole discretion;

     

    (xii)           the
Construction Schedule;

     

    (xiii)         letters
from the applicable Governmental Authorities or other evidence acceptable to
Lender confirming that all utilities and municipal services necessary or
appropriate for the operation of the Improvements are available (by direct
access or by easements acceptable to Lender) at or to the boundaries of the Land
in sufficient capacity to serve the Improvements as herein
contemplated;

     

    (xiv)         if
requested by Lender, a list of each Contractor and of each Major Subcontractor
who is providing services or materials related to the Improvements;

     

    (xv)          a
true, complete, and executed copy of any and all Management Agreements that have
been executed, and any and all Leases and Property Contracts requested by
Lender;

     

    (xvi)         an
inventory list of all Borrower's personal property constituting the Property,
which shall be periodically updated upon Lender's request;

     

    (xvii)        a
Property condition report, if requested by Lender;

     

    (xviii)       evidence
that the Property complies with all architectural barrier and other applicable
disabilities laws;

     

    (xix)          evidence
that all applicable impact fees, use fees, utility reservation deposits,
connection fees, and other fees and assessments related to the streets and
utilities servicing or proposed to service the Land and/or Improvements have
been paid or are included in the Budget, including such fees and assessments
which are required to make such utility services available for use;

     

    (xx)           evidence
that Borrower has paid all other fees, costs and expenses (including the fees
and costs of Lender's counsel) then required to be paid pursuant to this
Agreement and the other Loan Documents, including all fees, costs, and expenses
that Borrower is required to pay pursuant to any Loan application or
commitment;

     

    (xxi)           an
opinion of counsel for Borrower, which counsel and form of opinion shall be
reasonably acceptable to Lender; and

    


    
      
        
          
            LOAN AGREEMENT – Page
16

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (xxii)         if
any restrictive covenants are applicable to the Property, evidence that there
are no violations of such covenants, and the contemplated use of such Property
will not violate such covenants and other matters reasonably required by
Lender.

     

    Notwithstanding
the requirements of this Section 3.1,
Lender may make a preliminary Advance ("Preliminary Advance")
at the closing of the Loan in the amount of $1,000, but any such Advance shall
not constitute a waiver or relinquishment of any other rights of Lender and the
obligations of Borrower with respect to the Initial Advance, as specified in
this Section 3.1.

    


    3.2           Conditions to
Advance.  The obligation of Lender to make each Advance
hereunder, including the Initial Advance (unless otherwise specifically stated
below), shall be subject to the prior or simultaneous occurrence or satisfaction
of each (as applicable) of the following conditions:

     

    (a)           The
Loan Documents shall be and remain outstanding and enforceable in accordance
with their terms.

     

    (b)           The
Deed to Secure Debt and any other Loan Documents which are to be recorded or
filed must have been duly recorded and filed prior to the commencement of any
construction or pre-construction activity on the Land, the placing of any
materials or supplies on the Land, or the occurrence of any other act which
could give rise to a lien claim equal or superior to the liens and security
interests created by the Loan Documents.  Borrower must have delivered
to Lender and the Title Company such certifications of the foregoing as may be
requested by Lender or the Title Company.

     

    (c)           Lender
shall have received a down date title endorsement, dated within five (5) days of
the requested Advance (other than the Initial Advance), from the Title Company
showing no state of facts objectionable to Lender, including a showing that
title to the Leasehold Estate is vested in Borrower and that no claim for
mechanics' or materialmen's liens had been filed against the Property, except a
lien that is being contested pursuant to and in compliance with the Deed to
Secure Debt.

     

    (d)           The
representations and warranties made by Borrower, as contained in this Agreement
and in all other Loan Documents, shall be true and correct as of the date of
each Advance, and the submission by Borrower of a Draw Request shall be deemed
to be such representation and warranty.

     

    (e)           Borrower
shall have fully complied with and performed all covenants made by Borrower to
Lender that are to be complied with or performed on or before the date of the
Advance pursuant to the provisions of any of the Loan Documents, and the
submission by Borrower of a Draw Request shall be deemed to be such
representation and warranty.

     

    (f)           Lender's
lien against the Leasehold Estate and security interest in all Borrower's
interest in the personal property described in the Loan Documents shall be duly
perfected in a first priority lien and security interest position.

     

    (g)           Lender
shall have received from Borrower and approved a Draw Request for such
Advance.  Each such Draw Request shall be completed, executed, and
sworn to by Borrower and, if required by Lender, by the General Contractor and
Design Professional.  If requested by Lender, each Draw Request must
have been approved by the Inspector.  Each such Draw Request shall
certify and reflect such matters as Lender may require, including (i) that
the requested amount does not exceed 100% of the then unpaid cost of
construction of the Improvements since the last Draw Request furnished
hereunder; (ii) that said construction was performed in accordance with the
Plans; (iii) that the Draw Request, and matters reflected therein, are in
conformity with the Budget; and (iv) that construction of the Improvements
can be completed on or before the Completion Date for additional costs not in
excess of the amount then available under the Loan plus the amount (if any) in
the Advance Account and any Special Account for such purpose.

    


    
      
        
          
            LOAN AGREEMENT – Page
17

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (h)           Borrower
shall have furnished to Lender, from the General Contractor and each Major
Subcontractor, (i) a lien waiver and release, in form and content
acceptable to Lender, for all work and materials covered by the immediately
preceding Draw Request, except with respect to a lien that is being contested
pursuant to and in compliance with the Deed to Secure Debt, (ii) a log ("Subcontractor Status
Log"), in the form attached hereto as Exhibit D-1, filled
out, as appropriate, for each Major Subcontractor performing work listed in any
hard cost Allocation in the Budget, and (iii) such other instruments and
documents as Lender may from time to time request, including an invoice,
statement, or bill for any work performed or completed or materials furnished
(whether on the Land or off-site), in form and content, and containing such
certifications, approvals, and other data and information, as Lender may
require.  Lien waivers, releases and other documents will not be
required with respect to work covered by the soft costs Allocations specified in
the Budget.

     

    (i)           There
shall exist no uncured Event of Default and there shall exist no event or fact
that with the giving of notice, the passage of time, or both would constitute a
breach by any obligated party (other than Lender) under any of the Loan
Documents.

     

    (j)           The
Improvements shall not have been destroyed or damaged by fire or other casualty
which has not been repaired to the reasonable satisfaction of Lender, nor shall
any material part of the Property be subject to condemnation proceedings or
negotiations for sale in lieu thereof.

     

    (k)           All
personal property not yet incorporated into the Improvements, but which is to be
paid for out of such Advance, must then be located upon the Land, or secured in
a method acceptable to Lender, and if requested by Lender, Lender shall have
received evidence thereof.

     

    (l)           Except
in connection with the Initial Advance, Borrower shall have furnished to Lender
and/or the Inspector such city inspection reports (to the extent provided by the
city), budget variance reports, and other matters with respect to the
construction of the Improvements as may be reasonably requested by Lender, all
in form and substance reasonably acceptable to Lender.

     

    (m)           Borrower
shall have disbursed, or Borrower shall be disbursing with the requested
Advance, (i) all funds in the Advance Account, (ii) all Borrower
Equity, (iii) all Borrower's Deposits made or required to be made as of the
date of the Advance, and (iv) any funds in a Special Account that are
intended to be used in connection with or before the subject Advance, except to
the extent any of the foregoing are being held in connection with a bona fide
dispute with the payee.

     

    (n)           Lender
shall have received such other documents and items as it may reasonably have
requested at any time prior to, at or subsequent to the execution of this
Agreement, each of which must be acceptable to Lender.

     

    (o)           No
Material Adverse Effect shall exist.

    


    
      
        
          
            LOAN AGREEMENT – Page
18

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    3.3           Satisfactions and
Representations for Advances.  Before any Advance is made, all
applicable conditions to the Advance must have been satisfied at Borrower's sole
cost and expense in a manner acceptable to Lender.  Borrower
acknowledges that delays in an Advance may result from the time required by
Lender to verify satisfactory fulfillment of any and all conditions to a given
Advance, and hereby consents to such delays.  Unless Lender has
provided its agreement in writing to the contrary, each Draw Request constitutes
Borrower's representation and warranty to Lender that (i) all prior
disbursements, as well as that currently being requested, were and will be used
in strict compliance with the Budget, the approved Draw Requests, and the other
Loan Documents, (ii) no Event of Default exists, and no event exists that,
with notice and/or the passage of time, could become a default or event of
default under any of the Loan Documents, (iii) all applicable conditions in
this Agreement for the subject Advance have been satisfied; and (iv) the
undisbursed proceeds of the Loan together with the balance of the Advance
Account and the balance of any Special Account established for the following
purposes are sufficient to pay all costs related to completion of the
Improvements (including issuance of all permits, licenses, and certificates
related to the completion and use), plus other costs which may accrue related to
the Improvements or the Land during the construction period, plus any other
unpaid costs contained in the Budget.

     

    3.4           Advance
Procedures.  For each Advance other than the Initial Advance,
Borrower must submit to Lender a written Draw Request.  Each Draw
Request must include the information and documentation required in this
Agreement, along with the lien waivers and releases, information,
certifications, approvals, instruments, and documents required as a condition to
the requested Advance (except the down date endorsement to the Title Insurance
must be received by Lender prior to the date that the requested Advance is
actually made).  In each Draw Request, Borrower must (i) specify
the amount of such Draw Request that applies to each Budget Allocation, and
(ii) identify all funds being used to pay any portion of the costs
reflected in the Draw Request other than the funds being requested to be
Advanced, and identify the sources and respective amounts from each source of
such other funds.  A Draw Request must state the date the Advance is
requested, which shall be at least five (5) Business Days after Lender receives
the Draw Request.  All Draw Requests shall account for the retainage
and other withholdings required pursuant to Section 3.6
hereof.  Without limiting any of the other provisions in this
Agreement, Lender shall not be required to approve any Draw Request or make an
Advance if (i) any cost requested in the Draw Request is not set forth in
the Budget, (ii) the requested amount, when added to all prior Advances and
any applicable retention requirements for such line item, would exceed the
lesser of (A) the actual cost incurred by Borrower for such item, or
(B) the sum allocated in the Budget for such line item, or (iii) an
amount is requested directly from a contingency line item.

     

    3.5           Borrower's
Deposit.  If at any time and from time to time Lender shall in
its sole discretion deem that the undisbursed proceeds of the Loan, plus the
then balance of the Advance Account and any Special Account to be applied to
construction costs of the Improvements, are insufficient to meet the costs of
completing construction of the Improvements (including all unpaid
nonconstruction costs, costs for work and materials completed or provided but
not paid for, and all costs of work and materials not completed or provided),
plus the costs of insurance, ad valorem taxes, and other normal costs related to
the Property, plus any other unpaid costs contained in the Budget, Lender may
refuse to make any additional Advances to Borrower hereunder until Borrower
shall have deposited with Lender in the Advance Account or a Special Account, as
Lender may require, sufficient additional funds as a Borrower's Deposit to cover
the deficiency which Lender deems to exist.  Such Borrower's Deposit
will be disbursed by Lender to Borrower pursuant to the terms and conditions
hereof as if they constituted a portion of the Loan proceeds, prior to the
Advance of any Loan proceeds.  Borrower agrees to establish such
Special Account (if applicable) and make the  Borrower's Deposit into
the Advance Account or Special Account, as applicable, within fifteen (15) days
after written demand by Lender.  Unless required by Governmental
Requirements, Lender shall not be required to pay interest on the Borrower's
Deposit.

     

    3.6           Retainage.  An
amount equal to the Retainage Percentage of all hard costs of construction under
the Construction Contract and any and all subcontracts entered into by a
Contractor for which an Advance has been made, plus the amount of
any claims asserted by any laborers or materialmen against any portion of the
Property pursuant to stop notices, lien claims or similar demands or notices
received by Lender (which have not been bonded against or otherwise secured in
accordance with the applicable provisions of the Deed to Secure Debt), shall not
be disbursed by Lender.  Such retainage shall be disbursed by Lender
to Borrower, excluding the amount of any such unbonded or unsecured lien claims,
plus potential costs and interest related thereto (which funds will be disbursed
only as such claims are resolved satisfactorily bonded around in addition to the
satisfaction of the following conditions), when all of the following have
occurred to the satisfaction of Lender:

    


    
      
        
          
            LOAN AGREEMENT – Page
19

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (a)           Lender
has received the Certificate of Substantial Completion executed by Borrower and
the appropriate Design Professional, and approved by the Inspector, stating that
the Improvements have been completed in accordance with the Plans.

     

    (b)           Lender
shall have received such other evidence as Lender may require that no mechanics'
or materialmen's liens or other encumbrances have been filed and remain in
effect against the Property, and the time periods for the filing of any stop
notice or lien claim with respect to the construction of the Improvements shall
have elapsed without the filing or providing of any such stop notice or lien
claim.  The Design Professional, Contractor, and all subcontractors
and material suppliers who performed or provided work or materials related to
the Improvements have been paid in full, subject to the release of the retainage
as provided in the last paragraph of this Section 3.6.

     

    (c)           Each
applicable Governmental Authority shall have duly inspected and approved the
Improvements and the occupancy of same and issued the appropriate permit,
license or certificate of occupancy, to evidence such approval.

     

    (d)           All
conditions to an Advance contained in Sections 3.1 and
3.2 are
satisfied.

     

    (e)           Thirty
(30) days shall have elapsed from the later of (i) the date of the
completion of the Improvements, if such Affidavit of Completion is filed within
ten (10) days after such date of completion, or (ii) the date of filing of
such Affidavit of Completion if such Affidavit of Completion is filed ten (10)
days or more after the date of the completion of the Improvements.

     

    Notwithstanding
the previous provisions of this Section 3.6 to
the contrary, Lender hereby agrees to release separately the amount of retainage
not disbursed with respect to each subcontractor providing services or materials
for the construction of the Improvements, but only after (i) all other
conditions to an Advance are satisfied, (ii) the Inspector approves the
separate release of such amount, and (iii) such subcontractor and the
General Contractor execute an affidavit, lien waiver, and release in form and
substance acceptable to Lender in Lender's sole discretion, for the benefit of
Lender stating (A) that the subcontractor has completed all of its services
relating to the construction of the Improvements and has been paid in full for
such services, and (B) that the subcontractor waives and releases any
mechanic's and materialmen's or other liens it may have against the Improvements
and the Property.

     

    3.7           Advance not a
Waiver.  Lender may make an Advance of all or any portion of a
Draw Request notwithstanding the fact that one or more of the conditions
contained in Sections 3.1 and
3.2 hereof have
not been satisfied, have not occurred, or do not exist, but such action by
Lender shall not be deemed to be a waiver of the requirement that any such
condition be satisfied, have occurred, and/or exist as a condition precedent to
any future Advance by Lender pursuant to this Agreement or any of the other Loan
Documents.  If Lender makes an Advance before fulfillment of one or
more conditions to such Advance, Lender may require fulfillment of such
conditions before making any subsequent Advance.  No Advance shall
constitute a waiver of any breach of any provision of  this Agreement
or of any Event of Default, nor of any default or event of default under any of
the other Loan Documents, nor shall any Advance have the effect of precluding
Lender from pursuing Lender's rights or remedies with respect to any such
breach, Event of Default, or other default.

    


    
      
        
          
            LOAN AGREEMENT – Page
20

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    3.8           Advance not an
Approval.  The making of any Advance shall not be deemed an
approval or acceptance by Lender of any work, materials, or other matters
related to the construction of the Improvements, the Property, or any actions
taken in connection therewith.

     

    3.9           Funds Transfer
Disbursements.  Borrower hereby authorizes Lender to disburse
the proceeds of the Loan pursuant to the Loan Documents as requested by an
authorized representative of the Borrower.  Lender is not obligated or
required in any way to take any actions to detect errors in information provided
by Borrower.  If Lender takes any actions in an attempt to detect
errors in the transmission or content of transfer or requests or takes any
actions in an attempt to detect unauthorized funds transfer requests, Borrower
agrees that no matter how many times Lender takes these actions Lender will not
in any situation be liable for failing to take or correctly perform these
actions in the future and such actions shall not become any part of the transfer
disbursement procedures authorized under this provision, the Loan Documents, or
any agreement between Lender and Borrower.  Lender will, in its sole
discretion, determine the funds transfer system and the means by which each
transfer will be made.  Lender may delay or refuse to accept a funds
transfer request if the transfer would: (i)  require use of a bank
unacceptable to Lender or prohibited by government authority, (ii) cause
Lender to violate any Federal Reserve or other regulatory risk control program
or guideline, or (iii) otherwise cause Lender to violate any applicable law
or regulation.  Lender shall not be liable to Borrower or any other
parties for (i) errors, acts or failures to act of others, including other
entities, banks, communications carriers or clearinghouses, through which
Borrower's transfers may be made or information received or transmitted, and no
such entity shall be deemed an agent of the Lender, (ii) any loss,
liability or delay caused by fires, earthquakes, wars, civil disturbances, power
surges or failures, acts of government, labor disputes, failures in
communications networks, legal constraints or other events beyond Lender's
control, or (iii) unless due to the willful misconduct of Lender, any
special, consequential, indirect or punitive damages, whether or not
(A) any claim for these damages is based on tort or contract, or
(B) Lender or Borrower knew or should have known the likelihood of these
damages in any situation.  Lender makes no representations or
warranties other than those expressly made in this Agreement.

     

    ARTICLE 4
- WARRANTIES AND REPRESENTATIONS

     

    Borrower
hereby unconditionally warrants and represents to Lender, as of the date hereof
and at all times during the term of the Agreement, as follows.

     

    4.1           Governmental
Requirements.  No material violation of any Governmental
Requirements exists with respect to the Property, and neither the Borrower nor,
to Borrower's knowledge, any Guarantor or any Constituent Party, are, nor will
they be, in default with respect to any Governmental
Requirements.  The Improvements, when constructed in accordance with
the Plans, will comply with all applicable Governmental Requirements and Legal
Requirements.

     

    4.2           Utility and Municipal
Services.  All utility services of sufficient size and capacity
necessary for the operation of the Improvements for their intended purposes are
available at or within the property line of the Land, including potable water,
storm drainage, sanitary sewer, gas, electric, and telephone facilities, and
such utilities have been accepted by applicable Governmental Authorities if
required.  The Land and Improvements are served by fire, police and
ambulance service by the local Governmental Authority.

     

    4.3           Easements;
Access.  All easements and rights-of-way required by all
Governmental Authorities and from private parties for the construction of the
Improvements and the use and operation of the Property for its intended purposes
(including for all utility services and all access) have been obtained and
recorded in the appropriate records of the county in which the Land is
located.  All off-site roads and public utilities necessary for the
full utilization of the Land and Improvements for their intended purposes have
been completed, dedicated to the public use, and accepted by the appropriate
Governmental Authorities.

    


    
      
        
          
            LOAN AGREEMENT – Page
21

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    4.4           Uses.  The
present and intended uses of the Property are permitted by, and comply with, all
zoning ordinances, subdivision and platting requirements, deed restrictions,
other restrictive covenants, licensing requirements, building codes, flood
disaster and environmental protection laws, and other Governmental Requirements
and Legal Requirements affecting the use or occupancy of the
Property.

     

    4.5           Flood
Plain.  No portion of the Property is located within any
designated flood plain or special flood hazard area, or if the Land is in flood
hazard area, and Lender has approved same (such approval being in the sole and
absolute discretion of Lender), Borrower has executed Lender's Notice of Flood
Hazard Area and/or such other documentation required by Lender, and Borrower has
obtained and will maintain flood insurance coverage for the Property as
otherwise specified herein.

     

    4.6           [intentionally
omitted].

     

    4.7           No
Commencement.  No construction has commenced or has been
otherwise performed on the Land, and no destruction or removal of any existing
improvements, no site work, clearing, grading, grubbing, draining, or fencing of
the Land has occurred, and no equipment or material has been delivered to or
placed on the Land which in any way relates to construction or in preparation of
construction, prior to recording the Deed to Secure Debt in the appropriate
records of the county in which the Land is located.  No affidavit or
notice of commencement of construction of the Improvements, has been or will be
executed or recorded, which could cause a lien, including a mechanic's or
materialman's lien or similar lien, to achieve priority over the Deed to Secure
Debt or the rights of Lender thereunder.

     

    4.8           No
Proceedings.  Except as disclosed on a schedule (if any)
attached hereto, none of the following will cause or have a Material Adverse
Effect:  (i) any actions, suits, or proceedings, at law or in
equity, pending before any Governmental Authority or arbitrator or, to the best
of Borrower's knowledge and belief, after due inquiry, threatened against or
affecting Borrower, any Guarantor, or any Constituent Party or involving the
Property; (ii) outstanding or unpaid judgments against the Borrower, any
Guarantor, any Constituent Party, or the Property; or (iii) defaults by
Borrower, any Guarantor, or any Constituent Party with respect to any order,
writ, injunction, decree, or demand of any Governmental Authority or
arbitrator.

     

    4.9           Plans; Construction
Contract; Design Services Contract.  The Plans, Construction
Contract, and Design Services Contracts are satisfactory to Borrower, are in
compliance with all applicable Governmental Requirements and Legal Requirements,
to the extent required by any applicable Governmental Requirements or Legal
Requirements, have been approved by each party required by such Governmental
Requirements or Legal Requirements, and have each been fully and duly executed
by all parties thereto.  Borrower's interest therein is not subject to
any claim, setoff, or encumbrance.  The copy of each Construction
Contract, Design Services Contract, and the Plans that the Borrower has
furnished or will furnish to Lender is or will be (as applicable) a true and
complete copy thereof, including all exhibits and amendments thereto, if
any.  The Plans are complete in all material respects, contain all
necessary detail for construction of the Improvements, and have been signed and
sealed by the Design Professional(s) who prepared such Plans.

     

    4.10           Leases.  All
Leases (if any) have been duly executed by all parties thereto and are in full
force and effect.  There are no defaults under any Leases (other than
immaterial breaches by the tenant), and Borrower has not received notice of a
breach or default under any Lease that has not been fully cured.  All
conditions to the effectiveness or continuing effectiveness of all Leases (if
any) required to be satisfied as of the date in question have been
satisfied.

    


    
      
        
          
            LOAN AGREEMENT – Page
22

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    4.11           Property
Contracts.  To Borrower's best knowledge, all Property
Contracts (if any) have been duly executed by all parties thereto and are in
full force and effect.  Borrower is not, and to Borrower's best
knowledge, no other party is, in default, and there exists no event or fact that
with the giving of notice, the passage of time, or both, would constitute a
default under any material Property Contract.

     

    4.12           Tax
Parcel.  The Leasehold Estate constitutes a separate tax lot or
lots with a separate tax assessment or assessments for the Land and
Improvements, independent of those for any other lands or
improvements.

     

    4.13           No
Transfer.  Borrower has not directly or indirectly conveyed,
assigned, or otherwise disposed of or transferred (or agreed to do so) any
development rights, air rights, or other similar rights, privileges, or
attributes with respect to the Property, including those arising under any
zoning or land use ordinance or other law or governmental
requirement.

     

    4.14           Other
Contracts.  Except as otherwise provided for in the Loan
Documents, the Borrower has made no contract or arrangement of any kind the
performance of which by the other party thereto would give rise to a lien or a
right to a lien on the Property.

     

    4.15           Disclosure to
Guarantor.  Before any Guarantor became obligated in connection
with the Loan, Borrower made full disclosure to that Guarantor regarding
Borrower's financial condition and business operations, the proposed, present,
and former condition, uses, and ownership of the Property, and all other
circumstances bearing upon Borrower's ability to pay and perform its obligations
under the Loan Documents.

     

    4.16           Sale of
Property.  Borrower has no current plans to sell and has not
entered into any agreement to sell or to provide any person or organization an
option to purchase all or any portion of the Property.

     

    4.17           Disclosure.  Borrower
has not failed to disclose to Lender any fact known to it or which should
reasonably be expected to be known to it which materially and adversely affects,
or which Borrower anticipates, or should reasonably be expected to anticipate,
will materially and adversely affect, Borrower, any Guarantor (if any) or any
Constituent Party (if any), their ability to perform their respective
obligations under the Loan Documents, and/or the Property.

     

    4.18           Statements.  No
certificate, statement, report, or other information delivered prior hereto,
concurrently herewith, or hereafter by Borrower, any Constituent Party (if any),
or any Guarantor (if any) to Lender in connection herewith, or in connection
with any transaction contemplated hereby, contains or will contain any untrue
statement of a material fact or fails to state any material fact necessary to
keep the statements contained therein from being misleading, and same are, or
will be, as the case may be, true, complete, and accurate in all material
respects as of the date hereof (if given prior to or contemporaneously herewith)
or as of the date thereof (if given after the date hereof).

     

    4.19           Business
Loan.  The Loan is a business loan transaction in the stated
amount solely for the purpose of carrying on the business of Borrower and none
of the proceeds of the Loan will be used for the personal, family or
agricultural purposes of Borrower.

    


    
      
        
          
            LOAN AGREEMENT – Page
23

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    4.20           Single Asset Real Estate
Entity.  Borrower is a "single asset real estate" entity as
contemplated in 11 U.S.C. Section 362 and other applicable Debtor Relief
Laws.

     

    4.21           SPE/Bankruptcy Remote
Covenants.  Borrower represents, warrants and covenants as of
the date hereof and until such time as the Loan is paid in full, that
Borrower:

     

    (a)           has
not owned, does not own and will not own any asset other than (i) the
Property, and (ii) incidental personal property necessary for the operation
of the Property;

     

    (b)           has
not engaged, is not engaged and will not engage in any business other than the
ownership, management and operation of the Property;

     

    (c)           will
not enter into any contract or agreement with any shareholder, partner,
principal, member or Affiliate of Borrower or any Affiliate of any of the
foregoing, except in the ordinary course of business and upon terms and
conditions that are intrinsically fair and are no less favorable to it than
those that would be obtained in a comparable arms-length transaction with an
unrelated third party;

     

    (d)           has
not incurred and will not incur any debt, secured or unsecured, direct or
contingent (including guaranteeing any obligation), other than (i) the Loan
or the costs to be disbursed with Loan proceeds or Borrower's Equity, and
(ii) after Completion, unsecured trade and operational debt incurred in the
ordinary course of business not outstanding for more than sixty (60) days with
trade creditors and in amounts as are normal and reasonable under the
circumstances;

     

    (e)           will
not cause or allow any debt whatsoever to be secured (senior, subordinate or
pari passu) by the Property, except the Loan;

     

    (f)           has
not made and will not make any loans or advances to any Person (including any
shareholder, partner, principal, member or Affiliate of Borrower, or any
Guarantor);

     

    (g)           is
and will be solvent and pay its debts from its assets as the same shall become
due;

     

    (h)           has
done or caused to be done and will do all things necessary to preserve its
existence and corporate, limited liability company and partnership formalities
(as applicable), and will not, nor will any partner, limited or general, or
member or shareholder thereof, amend, modify or otherwise change its partnership
certificate, partnership agreement, certificate or articles of incorporation or
formation, or by-laws or limited liability company agreement, operating
agreement or regulations, in a manner which adversely affects Borrower's, or any
such partner's, member's or shareholders' existence as a single-purpose,
single-asset "bankruptcy remote" entity;

     

    (i)           will
conduct and operate its business as presently or as herein contemplated to be
conducted and operated;

     

    (j)           has
maintained, and will maintain books and records and bank accounts separate from
those of its Affiliates, including its general partners, principals and
members;

     

    (k)           will
be, and at all times will hold itself out to the public as, a legal entity
separate and distinct from any other entity (including any affiliate of
Borrower, any Constituent Party of Borrower, any Guarantor or any Affiliate of
Constituent Party or Guarantor); has corrected, and shall correct any known
misunderstanding regarding its status as a separate entity; has conducted, and
shall conduct, its business in its own name; has paid, and will pay, its own
liabilities out of its own funds and assets; has not, and shall not identify
itself or any of its Affiliates as a division or a part of the other; and has
maintained and utilized, and shall maintain and utilize a separate telephone
number and separate stationery, invoices and checks from any other
Person;

    


    
      
        
          
            LOAN AGREEMENT – Page
24

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (l)           will
file its own tax returns;

     

    (m)           will
maintain adequate capital for the normal obligations reasonably foreseeable in a
business of its size and character and in light of its contemplated business
operations;

     

    (n)           will
not, nor will any shareholder, partner, principal, member or Affiliate, seek the
dissolution or winding up, in whole or in part, of Borrower;

     

    (o)           will
not enter into any transaction of merger or consolidation, or acquire by
purchase or otherwise all or substantially all of the business or assets of, or
any stock or beneficial ownership of, any Person;

     

    (p)           has
not, and will not commingle the funds and other assets of Borrower with those of
any shareholder, partner, principal, member or Affiliate, or any other
Person;

     

    (q)           has
maintained, and will maintain its assets in such a manner that it is not costly
or difficult to segregate, ascertain or identify its individual assets from
those of any Affiliate or any other Person;

     

    (r)           has,
and any general partner or managing member of Borrower has, at all times since
their respective formation, observed all legal and customary formalities
regarding their respective formation and will continue to observe all legal and
customary formalities;

     

    (s)           does
not and will not hold itself out to be responsible for the debts or obligations
of any other Person; and

     

    (t)           upon
the commencement of a voluntary or involuntary bankruptcy proceeding by or
against Borrower, Borrower shall not seek a supplemental stay or otherwise
pursuant to Section 105 or any other provision of the Bankruptcy Code, or
any other debtor relief law (whether statutory, common law, case law, or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may
be or become applicable, to stay, interdict, condition, reduce or inhibit the
ability of Lender to enforce any rights of Lender against any guarantor or
indemnitor of the secured obligations or any other Person liable with respect
thereto by virtue of any indemnity, guaranty or otherwise.

     

    4.22           Construction
Contract.  The Construction Contract with the General
Contractor shall have a guaranteed maximum price in an amount not greater
than the costs for construction of the Improvements as specified in the Budget
and shall otherwise be acceptable to Lender in its reasonable
discretion.

     

    4.23           Master
Lease.  The Master Lease has been duly executed by all parties
thereto and is in full force and effect.  There are no defaults, or
conditions or circumstances which with the giving of notice of passage of time,
or both, would constitute defaults, under the Master Lease.  All
conditions to the effectiveness or continuing effectiveness of the Master Lease
which are required to be satisfied as of the date in question have been
satisfied.

     

    4.24           Sublease.  The
Sublease has been duly executed by all parties thereto and is in full force and
effect.  There are no defaults, or conditions or circumstances which
with the giving of notice of passage of time, or both, would constitute
defaults, under the Sublease.  All conditions to the effectiveness or
continuing effectiveness of the Sublease which are required to be satisfied as
of the date in question have been satisfied.

    


    
      
        
          
            LOAN AGREEMENT – Page
25

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    4.25           LTACH
Lease.  The LTACH Lease has been duly executed by all parties
thereto and is in full force and effect.  There are no defaults, or
conditions or circumstances which with the giving of notice of passage of time,
or both, would constitute defaults, under the LTACH Lease.  All
conditions to the effectiveness or continuing effectiveness of the LTACH Lease
which are required to be satisfied as of the date in question have been
satisfied.

     

    4.26           Floyd
Lease.  The Floyd Lease has been duly executed by all parties
thereto and is in full force and effect.  There are no defaults, or
conditions or circumstances which with the giving of notice of passage of time,
or both, would constitute defaults, under the Floyd Lease.  All
conditions to the effectiveness or continuing effectiveness of the Floyd Lease
which are required to be satisfied as of the date in question have been
satisfied.

     

    ARTICLE 5
- COVENANTS OF BORROWER

     

    Borrower
hereby unconditionally covenants and agrees with Lender, until the Loan shall
have been paid in full and the lien of the Deed to Secure Debt shall have been
released, as follows.

     

    5.1           Plans, Construction
Contract, and Design Services Contract Approvals and
Amendments.  Borrower shall deliver to Lender a true and
complete copy of the Plans, the Construction Contract, and the Design Services
Contract for Lender's review and approval, including each amendment or
supplement thereto.  Lender's approval is subject to Lender being
satisfied, in Lender's reasonable discretion, with each Contractor, each Design
Professional, the terms and conditions of the Construction Contract and the
Design Services Contract, all aspects of the Plans, and any other issues or
matters related thereto.  The Plans, Construction Contract, and Design
Services Contract will not be amended, altered, or changed (pursuant to change
order, amendment, or otherwise) unless the same shall have been approved in
advance (A) in writing by Lender (except to the extent Lender's approval is
expressly not required for such action as provided in this Agreement),
(B) by all requisite Governmental Authorities, (C) by each surety
under payment or performance bonds (if any) covering the Construction Contract
or otherwise covering the construction of all or any portion of the
Improvements, (D) by each tenant under an existing Lease, if and to the
extent such approval is required under such Lease, (F) by Hospital Authority, if
and to the extent such approval is required under the Master Lease, and (F) by
Master Lessee, if and to the extent such approval is required under the
Sublease. Notwithstanding the
foregoing, Borrower shall not be required to obtain Lender's approval of an
amendment to the Plans made pursuant to a change order which satisfies all of
the following conditions:  (i) such amendment does not have a
material effect on the contemplated Improvements, and complies with all
Governmental Requirements and other requirements applicable thereto and all
other requirements of the Loan Documents and all existing Lease; (ii) such
amendment does not increase the cost of the construction of the Improvements;
(iii) such amendment does not substitute a lesser quality material;
(iv) the Completion Date is not changed; (v) the Budget is not
modified, including any line item or contingency; and (vi) Borrower,
Contractor, and the Design Professional who prepared the Plans approve such
amendment and the corresponding change order in writing, and a copy of such
approval and change order is promptly provided to Lender and the
Inspector.

    


    
      
        
          
            LOAN AGREEMENT – Page
26

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    5.2           Construction.  No
construction will be commenced or otherwise performed on the Land until after
(i) the Deed to Secure Debt is duly recorded in the appropriate records of
the county in which the Land is located; (ii) Lender has approved, in
writing, the Plans; and (iii) Lender has approved, in writing, each
Construction Contract and Design Services Contract which in any way relate to,
or will relate to, the construction being performed.  Borrower will
cause the construction of the Improvements (i) to be constructed pursuant
to the Construction Contract; (ii) to commence by the Commencement Date and
to be prosecuted with diligence and continuity until completion; and
(iii) to be constructed in a good and workman like manner; (iv) to
comply with the Plans and all applicable Governmental Requirements and Legal
Requirements; and (v) to be completed on or before the Completion Date,
free and clear of liens or claims for liens, except for liens created by the
Loan Documents and any liens inferior to the lien of the Loan Documents which
inferior liens have been approved in writing by Lender.  Borrower must
resolve all disputes arising in connection with the construction of the
Improvements in a manner allowing the construction to proceed expeditiously and
to be completed by the Completion Date.  Further, from time to time,
Lender may direct Borrower to provide such additional reports related to the
construction as Lender may reasonably request, and Borrower agrees to provide
such reports promptly.

     

    5.3           Contracts.  Borrower
will (i) deliver to Lender, or its representatives, immediately upon
demand, counterparts and, if requested by Lender, conditional assignments, of
any and all contracts, bills of sale, chattel paper, statements, conveyances,
receipted vouchers, or agreements of any nature under which Borrower claims
title to any materials, fixtures, or personal property used or to be used in the
construction of the Improvements; (ii) either cause each Construction
Contract and Design Services Contract to contain a provision specifically
subordinating any lien right against the Property to the liens and security
interests created by the Loan Documents or cause the other party thereto to
execute any and all instruments, acceptable in form and substance to Lender, to
accomplish the same; (iii) cause each Construction Contract to be based on
a fixed price or a guaranteed maximum contract amount consistent with the
Budget; (iv) if Lender shall request, furnish Lender with a list of Major
Subcontractors (including laborers, materialmen, and any others) who are to
provide materials for or perform work with respect to the Improvements, and
promptly notify Lender of any changes to any list provided to Lender; and
(v) comply with and satisfy all the terms and conditions of Borrower under
the Construction Contract, the Design Services Contract, any Leases, and any
other Property Contracts.

     

    5.4           Inspector;
Inspections.  Lender shall be entitled to engage one or more
Inspectors from time to time to assist Lender with any and all matters related
to the development and construction of the Property, including (i) review
and advice as to the Plans, each Construction Contract, and each Design Services
Contract, and any change orders or amendments thereto; (ii) review and
advice as to the Budget, Construction Schedule, Draw Requests, cost breakdowns,
other schedules, affidavits, certificates, reports, tests, and other matters
prepared in connection with the construction of the Improvements;
(iii) adherence to the Plans, Construction Schedule, and any other
schedules or reports and progress thereof; (iv) review and advice as to
required permits, licenses, and compliance with Governmental Requirements and
Legal Requirements; (v) coordination with Borrower, Contractor, Design
Professional, and Governmental Authorities in connection with any of the
foregoing; and (vi) assistance with any other matter related to the
construction of the Improvements or the Property or the proposed use of the
Property as Lender may reasonably request.  Borrower will pay the fees
and expenses of, and cooperate with, the Inspector, and will cause the Design
Professional, Contractor, and each of the subcontractors and the employees of
each of them, to cooperate with the Inspector, and, upon request by Lender or
Inspector, Borrower will furnish the Inspector whatever the Inspector may
reasonably consider necessary or useful in connection with the performance of
the Inspector's duties.  Without limiting the generality of the
foregoing, Borrower shall furnish or cause to be furnished for review and copy
the Plans and details thereof, working drawings, schedules, reports, tests,
samples of materials, licenses, permits, certificates of Governmental
Authorities, zoning ordinances, building codes, lists of and contact information
for all contractors, subcontractors, and materials suppliers, and copies of
contracts, change orders, and amendments which relate to the Property (including
construction thereof).  Borrower agrees to comply with all reasonable
requirements of the Inspector with respect to any Draw Request or construction
issues.  Borrower will permit Lender, the Inspector, and/or their
representatives to enter the Property for the purposes of inspecting same and
performing their rights granted pursuant to the Loan
Documents.  Borrower acknowledges that the duties of the Inspector run
solely to Lender and that the Inspector shall have no obligations or
responsibilities whatsoever to Borrower, Design Professional, Contractor, or to
any of Borrower's, Design Professional's, or Contractor's agents, employees,
contractors, or subcontractors.  Lender can authorize in writing the
Inspector, in Lender's sole discretion, to accept delivery of any item that
Borrower is to deliver to Lender and to provide any approval that Lender is to
provide.  If the Inspector has been so authorized in writing, delivery
of the authorized item to the Inspector shall be deemed delivery to Lender and
an approval by the Inspector shall be deemed an approval by Lender; provided
that Borrower can only rely on the Inspector being so authorized if Borrower has
received written confirmation of such authorization by Lender.

    


    
      
        
          
            LOAN AGREEMENT – Page
27

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    5.5           Insurance.  Borrower
shall, at Borrower's own expense, obtain (and/or cause Specialty Hospital to
obtain), maintain, and keep in full force and effect, at all times prior to the
full payment and satisfaction of all Indebtedness and  Obligations,
property, commercial general liability, and other types and forms of insurance
coverage with respect to the Property and activities conducted thereon as may be
required by Lender in accordance with Lender's insurance requirements as
delivered to Borrower from time to time, including but not limited to the
following.

     

    (a)           Builder's Risk
Insurance.  Prior to commencing and during any construction on
the Land, and with respect to the General Contractor, builder's risk insurance,
including theft, to insure, without limitation, all buildings, machinery,
equipment, materials, supplies, temporary structures, foundations, other
underground property, tenant improvements, personal property, and all other
property of any nature on-site, off-site, and while in transit which is to be
used in fabrication, construction, and completion of the Improvements (other
than tenant finish-out improvements not financed hereby) being constructed, and
to remain in effect until all such Improvements being constructed have been
completed and accepted by Borrower and Lender (or Lender's designee) and a
certificate of occupancy (or similar permit) has been issued.  Such
insurance shall be provided on a replacement cost value basis and shall
(i) be on a non-reporting, completed value, form; (ii) cover damage to
landscaping and debris removal expense (including removal of pollutants);
(iii) provide that Borrower can complete and occupy the premises without
further written consent from the insurer; (iv) cover loss of income
resulting from delay in occupancy, loss and damage to property due to faulty or
defective workmanship or materials and error in design or specification, and
loss while the property is in the care, custody and control of others to whom
the property may be entrusted; (v) not exclude losses due to explosions or
collapses or underground hazards; (vi) cover soft costs and continuing
expenses not directly involved in the direct cost of construction or renovation,
including interest on money borrowed to finance construction or renovation,
advertising, promotion, real estate taxes and other assessments, the cost of
renegotiating leases, architectural and engineering costs, legal and accounting
costs, and other expenses incurred as the result of property loss or destruction
by the insured peril; (vii) cover riots, civil commotion, vandalism, and
malicious mischief; (viii) not contain any safeguard warranties; and
(ix) not contain any monthly limitation.

     

    (b)           Property
Insurance.  Prior to termination of the builder's risk
insurance obtained pursuant to subsection (a)
above or issuance of a certificate of occupancy (or similar permit), whichever
occurs first, and with respect to any of the Property which is not the subject
of construction pursuant to the Plans and which is otherwise covered by a
builder's risk insurance policy, Borrower shall have obtained (and/or cause
Specialty Hospital to obtain) and maintained an "all-risk" or "broad form"
insurance insuring the Property from all perils generally covered by such policy
type.  The amount of such insurance shall be not less than one hundred
percent (100%) of the full replacement cost of the Improvements, without
reduction for depreciation.  The determination of the replacement cost
amount shall be adjusted annually to comply with the requirements of the insurer
issuing such coverage or, at Lender's election, by reference to such indexes,
appraisals, or other information as Lender determines in its reasonable
discretion.  Each policy or policies shall contain a replacement cost
endorsement and either an agreed amount endorsement (to avoid the operation of
any co-insurance provisions) or a waiver of any co-insurance provisions, all
subject to Lender's approval.

    


    
      
        
          
            LOAN AGREEMENT – Page
28

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (c)           Flood
Insurance.  If any portion of the Improvements is located in an
area identified by the United States Secretary of Housing and Urban Development
as an area having special flood hazards and in which flood insurance has been
made available under the National Flood Insurance Act of 1968  and
Flood Disaster Protection Act of 1973, as amended, Borrower shall keep the
Improvements insured against loss by flood in an amount at least equal to the
outstanding principal amount of the Loan or the maximum limits of coverage
available with respect to the Property, whichever is less.

     

    (d)           Contractor
Insurance.  If requested by Lender with respect to any time
improvements are under construction on the Land, Borrower shall cause each
Contractor performing any of such construction work to maintain worker's
compensation insurance or other applicable insurance providing coverage for
injuries to such Contractor's personnel, auto liability insurance, and general
liability insurance, all in amounts and providing coverage as is reasonably
acceptable to Lender.

     

    (e)           Commercial General Liability
Insurance.  Commercial general liability insurance coverage for
bodily injury and property damage related to the ownership, maintenance, and use
of the Property.  Lender may require such policies
to:  (i) be no less than $1,000,000 per occurrence and $2,000,000
in the aggregate for all occurrences; (ii) insure against such risks of
liability as are commonly covered by broad form commercial liability policies in
general use for owners of properties similar to the Property, and such other
risks as Lender may from time to time designate for coverage under Borrower's
policies; and (iii) include Lender, and its successors and assigns, as
additional insured.

     

    (f)           Rental Loss/Business
Interruption Insurance.  If requested by Lender at any time,
Borrower shall provide, and maintain in force, at Borrower's sole expense, loss
of rental income insurance, loss of earnings insurance, extra expense insurance,
business interruption insurance, or other forms of coverage to protect the
income or earnings of the Property, in form, coverage, and liability amount
acceptable to Lender.  Such policy shall provide coverage for a period
of twelve (12) months.

     

    (g)           Other
Insurance.  Such additional insurance as Lender may from time
to time reasonably require against other insurable hazards, perils, injuries,
damages, or other risks, including worker's compensation, auto liability, boiler
and machinery, earthquake, and environmental impairment liability coverage;
provided that Lender may only require coverage for risks not required by Lender
at origination of the Loan if such risks are commonly required to be insured
against by Lender for similar circumstances or risks, and provided such
insurance is reasonably available.

     

    (h)           COLLATERAL
PROTECTION INSURANCE NOTICE.  (A) BORROWER IS REQUIRED
TO:  (i) KEEP THE PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT
LENDER SPECIFIES; (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS
AUTHORIZED TO DO BUSINESS IN THE STATE OF GEORGIA OR AN ELIGIBLE SURPLUS LINES
INSURER; AND (iii) NAME LENDER AS THE PERSON TO BE PAID UNDER THE POLICY IN
THE EVENT OF A LOSS; (B) BORROWER MUST, IF REQUIRED BY LENDER, DELIVER TO
LENDER A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS THEREFOR; AND
(C) IF BORROWER FAILS TO MEET ANY REQUIREMENT LISTED IN CLAUSES (A) OR
(B) HEREOF, LENDER MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF
BORROWER AT BORROWER'S EXPENSE.

    


    
      
        
          
            LOAN AGREEMENT – Page
29

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Each
policy of insurance required pursuant hereto shall be in an amount, for a term,
and in a form and content, shall contain such deductibles, shall insure against
such hazards, perils, injuries, damages, and other risks, and shall be provided
through such insurance companies that are authorized to do business in the state
in which the Land is situated, as may be reasonably satisfactory to Lender, and
a copy of each policy shall, if required by Lender, be delivered to and remain
in the possession of Lender as further security for the Loan.  Such
policy or policies of insurance (except insurance provided pursuant to subsections (d)
and (e) above
and worker's compensation) shall contain an endorsement or agreement by the
insurer that any loss shall be payable to Lender, its successors and assigns
(and not payable jointly to Borrower or other insureds), including, as
applicable, a loss payee or mortgagee clause endorsement, in favor of and in
form acceptable to the Lender.  Any commercial liability insurance
policy required by subsections (d)
and (e) above
shall name Lender as an additional insured pursuant to an endorsement acceptable
to Lender.  Without implying a right to obtain co-insurance, all
co-insurance requirements (if any) shall be met at all times.  Each
insurance policy issued in connection herewith shall provide by way of
endorsements, riders or otherwise that:  (i) the coverage of
Lender shall not be terminated, reduced, or affected in any manner regardless of
any breach or violation by Borrower of any warranties, declarations, or
conditions in such policy; (ii) no such insurance policy shall be canceled,
endorsed, altered, or reissued to effect a change in coverage for any reason and
to any extent whatsoever unless such insurer shall have first given Lender
thirty (30) days prior written notice thereof; and (iii) Lender may, but
shall not be obligated to, make premium payments to prevent any cancellations,
endorsement, alteration, or reissuance, and such payments shall be accepted by
the insurer to prevent same.  Lender shall be furnished with a
certificate of insurance for each policy and if requested by Lender, a copy of
each such initial policy coincident with the execution hereof and a certificate
of insurance for each policy and if requested by Lender, the a copy of each
renewal policy not less than thirty (30) days prior to the expiration of the
initial or applicable renewal policy and a certificate of insurance for such
policy, together with receipts or other evidence that the premiums thereon have
been paid for one (1) year.  Borrower may satisfy the requirements
hereof by use of a so-called "blanket policy," provided that the coverage is not
diminished and the coverage is separately and individually allocated to the
Property.  As further security for the Loan, Borrower hereby assigns
to Lender all unearned premiums on any such policy, and agrees that any and all
unexpired insurance shall inure to the benefit of, and pass to, Lender (or any
other purchaser) upon acquisition by Lender (or such purchaser) of the Property,
or any applicable portion thereof, through foreclosure proceedings.

     

    Borrower
shall promptly pay all premiums when due on any such policies and renewals
thereof and shall furnish Lender with written evidence of such
payment.  In the event Borrower fails to provide insurance complying
with the provisions hereof or fails to pay the premium therefor, Lender may, but
without obligation so to do, without notice to the Borrower, without demand upon
Borrower, without releasing Borrower from any obligation hereof, and without
curing any Event of Default, obtain insurance, in any amounts determined by
Lender, through or from any insurance agency or insurer or insurance underwriter
acceptable to Lender, and pay the premium therefor, and Lender by doing so shall
not be chargeable with obtaining or maintaining such insurance or for the
collection of any insurance monies or for any insolvency of any insurer or
insurance company.  Any such insurance obtained by Lender shall be
solely for the benefit and protection of Lender, and cannot be relied on by
Borrower for protection of Borrower or any of its interests in the
Property.  All such costs incurred by Lender shall be part of the
Indebtedness and shall accrue interest at the Default Rate from the date paid by
Lender until repaid.  Lender, from time to time, may furnish to any
insurance agency or company, or any other person, any information contained in
or extracted from any insurance policy theretofore delivered to Lender pursuant
hereto, and any information concerning the Loan, Borrower, or the
Property.  If at any time Borrower obtains insurance related to the
Property or the ownership, operation, or income thereof, which is not
specifically required by Lender, then Borrower shall nevertheless include Lender
as additional insured or loss payee/mortgagee thereto.

     

    To the
extent that the Master Lease or the Sublease requires Borrower to carry any
types of insurance in amounts greater than those required by the Loan Documents
or with exclusions from coverage narrower than those permitted by the Loan
Documents, such that compliance with the requirements in the Loan Documents
alone might result in a breach of either or both of the Master Lease or the
Sublease, Borrower shall, in addition to complying with the requirements set
forth in the Loan Documents, provide, maintain, and keep in force the insurance
policies required under the Master Lease and the Sublease.

    


    
      
        
          
            LOAN AGREEMENT – Page
30

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    5.6           Commencement;
Completion.  If required or permitted by applicable law,
Borrower shall file, on or before the deadline therefor as established by
applicable law, an affidavit or certificate ("Affidavit of
Commencement") of commencement of construction of the Improvements, duly
executed by Borrower, the General Contractor and/or any other person required by
applicable law, in the appropriate records of the county in which the Land is
situated.  The date of commencement of work set forth in such
Affidavit of Commencement shall not be the date of or prior to the date on which
the Deed to Secure Debt was recorded.  If permitted or required by
applicable law, Borrower shall file on or before the deadline therefor as
established by applicable law, an affidavit or certificate ("Affidavit of
Completion") of completion of construction of the Improvements, in the
appropriate records in the county in which the Land is situated, and shall send
a copy of such Affidavit of Completion to each contractor and person as
contemplated and within the time frames prescribed by applicable
law.

     

    5.7           Compliance with
Requirements.  Borrower will timely comply (to prevent any
breach) with and satisfy all Governmental Requirements and Legal Requirements
that affect or are otherwise related to the Property, its use or
occupancy.  Without limiting the foregoing, Borrower shall cause the
Improvements to comply, when constructed, with all applicable disabilities laws
and architectural barriers laws, including the Americans with Disabilities Act
any and all similar laws of the state, county and city in which the Land is
situated and all related ordinances, rules, and regulations relating thereto (as
same may be amended or succeeded).

     

    5.8           Defects and
Variances.  Borrower will, upon demand by Lender and at
Borrower's sole expense, promptly correct any structural defect in the
Improvements or any variance from the Plans not approved in writing by Lender,
it being understood and agreed that the disbursement of any Loan proceeds shall
not constitute a waiver of Lender's right to require compliance with respect to
any such defects or departures.  If Lender in its reasonable judgment
determines that any work or materials fail to conform to any Governmental
Requirements, any Legal Requirements or the Plans, or that they otherwise depart
from any of the requirements of this Agreement, then Lender may require the
nonconforming or defective work to be stopped and withhold its consent to
further Advances until the nonconformity or defect, as applicable, is
corrected.  If this occurs, Borrower must correct the work to Lender's
reasonable satisfaction promptly and halt all other work which may be affected
by the nonconforming or defective work pending completion of such corrective
work.  No such action by Lender will affect Borrower's obligation to
complete the Improvements on or before the Completion Date.

     

    5.9           Surveys.  Borrower
will furnish to Lender, at Borrower's expense, the following surveys prepared by
a registered engineer or surveyor acceptable to Lender:  (i) a
pre-construction title survey of the Land and any existing improvements thereon,
prepared by a registered surveyor or engineer and certified to Lender, Borrower,
and the Title Company, with a certification in form and substance acceptable to
Lender, reflecting such matters as required by Lender and showing no state of
facts objectionable to Lender; (ii) if requested by Lender, a foundation
survey, upon completion of staking the foundation or completion of the
foundation for the Improvements, showing the location of the foundation and all
building and set-back lines, property boundary lines, and other matters
customarily included in a foundation survey for the type of property and
improvements being surveyed; and (iii) an "as built" survey, within sixty
(60) days after substantial completion of the Improvements, showing the
locations of the Improvements, and certifying that same are entirely within the
property lines of the Land, do not encroach upon any easement, setback or
building line or restrictions, and are placed in accordance with the Plans, all
Governmental Requirements, and all Legal Requirements affecting the Land and/or
Improvements, and showing and certifying to such other matters customarily shown
and contained in certifications for an "as built" survey for the type of
property and improvements being surveyed, and showing no state of facts
objectionable to Lender.  All surveys shall be in form and substance
reasonably acceptable to Lender.

    


    
      
        
          
            LOAN AGREEMENT – Page
31

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    5.10           Third Party Property
Reports.

     

    (a)           Soils
Report.  Prior to the commencement of construction, Borrower
shall have delivered to Lender and obtained Lender's approval of a soils report
addressed to Lender (or accompanied by a letter to Lender from such engineers
authorizing Lender's reliance on such report as if addressed to Lender) and
prepared within one (1) year prior to the date hereof by a qualified licensed
soils engineer acceptable to Lender.  The soils report shall be based
upon adequate due diligence, and shall state that there are no unusual or
hazardous soil conditions in, on, under, or around the Property, that no
condition or circumstance warranting further investigation or analysis exists in
the opinion of the soils engineer, and that construction of all Improvements as
proposed is feasible under existing soil conditions so long as the
recommendations of the soils report are followed.  The Plans shall
incorporate all recommendations of the soils report.

     

    (b)           Environmental
Report.  Lender shall have received, at Borrower's expense, an
environmental site assessment report with respect to the Property prepared by a
firm of engineers approved by Lender, which report shall be satisfactory in form
and substance to Lender, and which must be either addressed to Lender or
accompanied by a letter to Lender from such engineers authorizing Lender's
reliance on such report as if addressed to Lender.

     

    5.11           Appraisals.  In
addition to the appraisal contemplated in Section 3.1(d)
hereof, Lender may, from time to time, obtain an appraisal of all or any part of
the Property prepared by a third-party appraiser engaged directly by Lender and
prepared in accordance with written instructions from Lender.  Lender,
in Lender's sole discretion, may (but shall have no obligation to) have any such
appraisal reviewed by another appraiser.  The cost of any such
appraisal and review (if any) shall be borne by Borrower if (i) the
appraisal is obtained to confirm compliance with any financial covenants of
Borrower pursuant to this Agreement, (ii) is obtained at least 24 months
after the last appraisal of the Property, or (iii) the appraisal is
obtained after the occurrence of an Event of Default or otherwise required
pursuant to applicable rules, regulations or statutes requiring Lender to obtain
same.  If the appraisal cost is payable by Borrower, such cost shall
be due and payable upon demand from Lender and shall be secured by the Loan
Documents.

     

    5.12           Permits; Licenses;
Approvals.  Borrower shall (i) timely obtain, in
accordance with the Construction Schedule and in conformity with the Plans,
building permits and all other permits and licenses, and all approvals or
consents of Governmental Authorities and appropriate bodies or persons pursuant
to any restrictive covenants, required with respect to the construction of the
Improvements; and (ii) obtain prior to the Completion Date, certificates of
occupancy and all other permits and licenses required with respect to the
occupancy and use of the Property for its intended purposes.

     

    5.13           Negative
Covenants.  At no time shall Borrower use, maintain, operate,
or occupy, or allow the use, maintenance, operation, or occupancy of, any
portion of the Property for any purpose which (i) violates any Governmental
Requirement or any Legal Requirement; (ii) in any manner may be dangerous
unless safeguarded as required by law; (iii) may constitute a public or
private nuisance; (iv) may make void, voidable, or cancelable or increase
the premium of any insurance then in force with respect thereto; (v) violates
either or both of the Master Lease or the Sublease; or (vi) conduct
business or allow the conduct of business or other activities on the Property
that are not consistent with the intended uses by the Borrower as contemplated
by Lender in making the Loan.  At no time shall Borrower
(i) enter into any transaction with any affiliate, except a transaction
upon terms that are not less favorable to it than would be obtained in a
transaction negotiated at arm's-length with an unrelated third party;
(ii) conduct any business other than, or make any material change in the
nature of, its business as carried on as of the date hereof; (iii) change
its fiscal year or make any significant change in accounting treatment or
reporting practices except as required by sound accounting practices
consistently applied; (iv) pay or become obligated to pay any management,
leasing, sales, or other brokerage or other similar fees to any person or entity
unless approved by Lender, provided that Lender shall not unreasonably withhold
or delay such approval and provided further that Lender hereby approves
Borrower's payment obligations under the Property Management Agreement as
delivered to Lender in connection with the closing of the Loan; (v) without
thirty (30) days prior written notice to Lender, change the location of its
principal place of business or its organizational structure or the state in
which Borrower is organized and under which it is governed.

    


    
      
        
          
            LOAN AGREEMENT – Page
32

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    5.14           Notice to
Lender.  Borrower shall promptly, and in any event within ten
(10) days after Borrower becomes aware of any of the following events, after the
occurrence of any of the following events, notify Lender in writing thereof,
specifying in each case the action Borrower has taken or will take with respect
thereto:  (i) any violation of any Governmental Requirement or
Legal  Requirement; (ii) any litigation, arbitration or
governmental investigation or proceeding instituted or threatened against
Borrower, any Guarantor, any Constituent Party, or the Property, and any
material development therein; (iii) any actual or threatened condemnation
of any portion of the Property, any negotiations with respect to any such
taking, or any loss of or substantial damage to the Property; (iv) any
labor controversy pending or threatened against Borrower or any Contractor, and
any material development in any labor controversy; (v) any notice received
by Borrower with respect to the cancellation, alteration, or nonrenewal of any
insurance coverage maintained with respect to the Property; (vi) any
failure by Borrower or any Contractor, subcontractor, or supplier to perform any
material obligation under any Construction Contract, Design Services Contract,
or subcontract, or any other breach under any Construction Contract or Design
Services Contract, or any event or condition which would permit termination of a
Construction Contract or Design Services Contract or subcontract or suspension
of performance thereunder, or any notice given by Borrower or any Contractor or
Design Professional with respect to any of the foregoing; (vii) any lien
filed against any portion of the Property or any stop notice served on Borrower
in connection with construction of the Improvements; (viii) any required
permit, license, certificate, or approval with respect to the Property is not
timely issued, or lapses or ceases to be in full force and effect;
(ix) there is a Material Adverse Effect; (x) Borrower receives notice
from a junior lienholder on the Property, or from any other person or entity
asserting a lien against any portion of the Property, of a default or occurrence
of an event that with notice and/or the passage of time could be a default with
respect to the lien or asserted lien against any portion of the Property; (xi)
any breach, default and/or violation of either or both of the Master Lease or
the Sublease.

     

    5.15           Brokers.  Borrower
will indemnify Lender from claims of brokers arising by reason of the execution
hereof or the consummation of the transactions contemplated hereby, where such
claims arise from any action taken by Borrower, any Guarantor, or any officer,
partner, employee, or representative of any of them.

     

    5.16           Advertising by
Lender.  Subject to any prior written approval required under
the Sublease, Borrower agrees that during the time that the Improvements are
being constructed, Borrower shall erect, or Lender shall erect with Borrower's
approval as to location, in a visible location or locations, and thereafter
Borrower shall maintain on the Property, one or more advertising signs furnished
by Lender indicating that the financing for the Property has been furnished by
Lender.

     

    5.17           Lender's
Expenses.  Borrower shall pay or reimburse to Lender all
reasonable, third party costs and expenses, including attorneys' fees, incurred
by Lender (i) in connection with the preparation, execution, delivery,
administration (but excluding internal audits and administration), performance
or enforcement of the Loan Documents; and (ii) relating to the Property,
including title insurance and examination charges, survey costs, insurance
premiums, filing and recording fees, and other expenses payable to third parties
incurred by Lender in connection with the transactions contemplated or rights
granted by this Agreement.

    


    
      
        
          
            LOAN AGREEMENT – Page
33

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    5.18           Accounts.  Borrower
shall maintain all operating accounts, and all other accounts, related to the
Property with Lender.  Borrower agrees promptly to execute and provide
such documentation and information as Lender may reasonably request in
connection with opening, securing, servicing, and closing any accounts opened
with Lender pursuant to this Agreement.  All accounts opened pursuant
to this Agreement shall be in such form and content and have such persons with
signature authority as Lender deems acceptable, including to make an officer or
officers of Lender as a required, joint signator or to make an officer or
officers of Lender as the sole signator.

     

    5.19           Title Insurance
Endorsement.  Within thirty (30) days after Completion and full
payment of all retainage withheld pursuant to Section 3.6
(excluding any amounts withheld due to notices of claims received by Lender),
Borrower shall cause the Title Insurance to be endorsed to remove any exception
for mechanics' or materialmen's liens or pending disbursements, with no
additional title change or exception objectionable to Lender, and shall obtain
such other endorsements as may be required by Lender.

     

    5.20           Lease
Requirements.

     

    (a)           Leasing.  The
Property shall be 100% leased prior to or as of the closing of the
Loan.  All Leases must comply with the provisions hereof and the other
Loan Documents.  The terms of each Lease for occupancy of all or any
portion of the Land or Improvements must be approved by Lender, including as to
lease rates, term, tenant improvement allowance, concessions, tenant, and
use.  Upon Lender's request, Borrower shall deliver to Lender a true,
complete and correct copy of all Leases.  Without the prior written
consent of Lender, Borrower shall not materially amend or modify, assign,
supplement, terminate, cancel or rescind any Leases after the execution
thereof.

     

    (b)           [intentionally
omitted].

     

    (c)           Performance.  Borrower
agrees to (i) duly and punctually perform and comply with any and all
representations, warranties, covenants, and agreements which are binding on the
landlord under any Lease; (ii) appear and provide appropriate defense, with
reasonable diligence, in any action or proceeding in any way connected with any
Lease; and (iii) deliver to Lender such further information, and execute
and deliver to Lender such further assurances, assignments, and confirmations of
Lender's rights under the Loan Documents with respect to the Leases and related
rents as Lender may reasonably request.  Without Lender's prior
written consent, Borrower shall not (i) do or knowingly permit to be done
anything to impair the value of any of the Leases; (ii) except for security
or similar deposits, collect any rents or other amounts payable under any of the
Leases more than one (1) month in advance of the time when the same becomes due
under the terms of any Lease; (iii) waive, release, forgive, or discount
any future amounts payable under any of the Leases; or (iv) assign or grant
a security interest in or to any of the Leases or any amounts payable
thereunder.

    


    
      
        
          
            LOAN AGREEMENT – Page
34

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    5.21           Property
Contracts.  Borrower shall obtain Lender's prior approval
before entering into any Management Agreement (provided, however, Lender hereby
approves the Property Management Agreement in the form delivered at the closing
of the Loan) or any agreement for broker services in connection with possible
Leases, which approval shall not be unreasonably withheld.  All
Property Contracts entered into by Borrower and the rights arising thereunder
shall be, and shall contain a provision that makes them, personal covenants of
Borrower and shall not create any lien against or be a covenant running with the
land.  Upon request by Lender, Borrower shall cause the parties to any
Property Contract to execute a consent and/or subordination agreement in favor
of Lender with respect to such vendor's rights under such Property Contract, and
which shall also include nondisturbance and attornment provisions at the sole
election and discretion of Lender, all in form and substance acceptable to
Lender.  Within twenty (20) days after a request by Lender, Borrower
shall (i) prepare and deliver to Lender a complete listing of all Property
Contracts, showing the date, term, parties, subject matter, payment obligations,
whether any breach exists, and other information reasonably specified by Lender
with respect to each such Property Contract; and/or (ii) deliver to Lender
a copy of each Property Contract, including (if requested by Lender) a copy of
each Property Contract that is hereafter executed, without further notice or
request, upon execution of each such Property Contract.

     

    5.22           Audits of Property;
Fees.  Lender shall have the right from time to time to audit
the Property and all operations related thereto.  In connection with
such audits, in addition to Borrower making the Books and Records (as defined in
the Deed to Secure Debt) available to Lender, Borrower agrees that Lender
(including Lender's representatives and consultants) can visit with any parties
to any of the Leases or Property Contracts; provided, however, that so long as
no Event of Default or condition or circumstance which with the giving of notice
or passage of time, or both, would constitute an Event of Default exists, Lender
shall give Borrower reasonable notice prior to making any such visit and shall
allow Borrower the opportunity to accompany Lender on such
visit.  Borrower agrees to reimburse Lender, on demand, for customary
and reasonable fees and costs incurred by Lender for up to one audit each year
(with each such year commencing on the date hereof); provided this shall in no
way limit the number of audits that Lender can make nor shall it limit any other
provisions contained in the Loan Documents (but shall be cumulative of all other
provisions).

     

    5.23           Inventory of Personal
Property.  Within twenty (20) days after a request by Lender,
Borrower shall prepare and deliver to Lender an inventory of all tangible
personal property which constitutes part of the Property, specifically
identifying any such personal property that is damaged, inoperable, or not
located on the Land.

     

    5.24           Storage of
Materials.  Borrower shall cause all materials supplied for, or
intended to be utilized in, the construction of the Improvements, but not yet
affixed to or incorporated into the Improvements or the Land, to be stored on
the Land with adequate safeguards to prevent loss, theft, damage or commingling
with materials for other projects.  Borrower shall not purchase or
order materials for delivery more than forty-five (45) days prior to the
scheduled incorporation of such materials into the
Improvements.  Notwithstanding the foregoing, in the event that such
materials are not stored on the Land, with the prior written consent of Lender,
such materials may be stored off-site; provided that prior to any Advance with
respect to such materials, Lender shall have received and approved of evidence
that such materials are insured as required by Section 5.5
hereof.

     

    5.25           Compliance with Material
Agreements.  Borrower shall comply in all respects with all
material existing and future agreements, indentures, mortgages, deeds of trust,
or other documents which are binding on it or affecting any of its properties or
business.

     

    5.26           Special
Account.  Upon written request by Lender, Borrower shall
establish a Special Account and maintain cash balances in such Account in the
amounts, if any, required pursuant to this Agreement.

    


    
      
        
          
            LOAN AGREEMENT – Page
35

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    5.27           Additional
Indebtedness.  Borrower covenants and agrees that, except as
may be otherwise expressly permitted under the Loan Documents (and subject to
the limitations provided for therein), Borrower shall not incur any indebtedness
(which shall be deemed to include, but not be limited to, guarantee obligations)
other than:  (a) customary unsecured indebtedness with trade
creditors incurred in the normal day to day operation of the Property;
(b) unsecured subordinated loans approved by Lender, in its sole
discretion; (c) obligations under Construction Contract, Management
Agreement, Design Services Contracts and Property Contracts permitted by this
Agreement.  Notwithstanding anything to the contrary in the Loan
Documents or the Sublease, without the prior written consent of Lender, in
Lender's sole and absolute discretion, in no event shall Borrower grant to any
person or party other than Lender a deed to secure debt, leasehold mortgage,
and/or other security or lien instrument covering all or any of Borrower's
assets, including, but not limited to, the Leasehold Estate.

     

    5.28            Deposit
Relationship.  Borrower and Affiliates of Borrower shall
maintain deposit accounts (including all of the operating accounts with respect
to the Property) with Lender during the life of the Loan, which accounts shall
at all times have, in the aggregate, a minimum average daily deposit balance of
not less than TWO HUNDRED THOUSAND and No/100 Dollars
($200,000.00).

     

    5.29           Estoppel
Certificate.  Upon request of Lender from time to time,
Borrower shall use commercially reasonable efforts to cause Hospital Authority
and Master Lessee to deliver to Lender an estoppel certificate, in form and
substance reasonably acceptable to Lender, relating to the Master Lease and the
Sublease, as applicable, certifying that no defaults exist under the Master
Lease and Sublease, as applicable, and to such other matters as Lender shall
reasonably request.

     

    5.30           No
Expansion.  Notwithstanding any rights of Borrower under the
Sublease, Borrower shall not, without the prior written consent of Lender, in
Lender's sole and absolute discretion, (i) undertake any expansions or additions
to the Improvements or the Property, (ii) undertake the construction of any new
improvements or facilities on the Property, or (iii) incur any debt for the
financing of any of the foregoing, regardless of whether such debt is secured or
unsecured.

     

    5.31           Control of
Borrower.  Each of the Key Principals shall maintain, in the
aggregate, Control of the Borrower.

     

    ARTICLE 6
- EVENTS OF DEFAULT

     

    6.1           Events of
Default.  There shall be an "Event of Default"
under this Agreement and all of the other Loan Documents upon the occurrence of
any of the following events.

     

    (a)           Monetary.  (i)
Any payment which is payable pursuant to Section 2.1 of
the Note shall not be received by Lender in full, and in the manner and method
required in the Note, on the date such payment was due, or (ii) the occurrence
of any breach of any payment obligation under any of the Loan Documents, other
than a breach described in clause (i) above, and
such breach remains uncured for a period of ten (10) days after Lender gives
Borrower written notice thereof.

     

    (b)           Representations and
Warranties.  Any representation or warranty contained in this
Agreement is determined by Lender to have been false or misleading in any
material respect as of the date hereof or thereof or shall become so at any time
prior to the repayment in full of the Indebtedness.

     

    (c)           Construction
Cessation.  With respect to the construction of the
Improvements, (i) there is a cessation of construction of the Improvements
prior to completion for a continuous period of more than thirty (30) days
(except as caused by an event of Force Majeure, as herein defined, for which a
longer delay may be permitted); or (ii) the construction, sale or leasing
of any of the Improvements in accordance with the Loan Documents is prohibited,
enjoined or delayed for a continuous period of more than thirty (30) days; or
(iii) utilities or other public services necessary for the full occupancy
and utilization of the Property and Improvements are curtailed for a continuous
period of more than thirty (30) days.  As used herein, the term "Force Majeure" shall
mean fire, earthquake or other acts of God, strike, lockout, acts of public
enemy, riot, insurrection, or governmental regulation of the sale or
transportation of materials, supplies or labor which delays construction of the
Improvements.  In the case of an event of Force Majeure, provided that
Borrower furnishes Lender with written notice satisfactory to Lender evidencing
any such delay within ten (10) days from the occurrence of any such delay, then
the time period provided above for cessation of construction may be extended on
a day for day basis equal to the length of such event of Force Majeure, but in
no event more than one hundred twenty (120) days and in no event shall the time
for completion of the Improvements be extended beyond the Maturity Date or more
than sixty (60) days beyond the Completion Date.

    


    
      
        
          
            LOAN AGREEMENT – Page
36

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (d)           Non-Monetary.  The
occurrence of any breach of any covenant or other obligation under this
Agreement, other than a breach described in Sections 6.1(a)
or (b) above,
and such breach remains uncured for a period of thirty (30) days after Lender
gives Borrower written notice thereof; provided, however, that if such breach is
curable but requires work to be performed, acts to be done or conditions to be
remedied which, by their nature, cannot be performed, done or remedied, as the
case may be, within such thirty (30) day period, no Event of Default shall be
deemed to have occurred if Borrower commences same within such thirty (30) day
period and thereafter diligently and continuously prosecutes the same to
completion within sixty (60) days after such initial written notice from
Lender.

     

    (e)           Other
Defaults.  A "Default" or "Event of Default" (as defined and
used in any of the other Loan Documents) shall occur under any of the other Loan
Documents, including a Default or Event of Default by any Guarantor under any
Guaranty (if any).

     

    (f)           Master
Lease.  Any default under the Master Lease.

     

    (g)           Sublease.  Any
default by Borrower under the Sublease.

     

    (h)           Purchase
Option.  Master Lessee shall exercise and consummate any of
Master Lessee's rights under the Purchase Option.

     

    (i)           Change in
Control.  Either or both of the Key Principals shall cease to
have Control of the Borrower.

    


    
      
        
          
            LOAN AGREEMENT – Page
37

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    6.2           Remedies.  Lender
shall have the right, upon the happening of an Event of Default, to
(i) exercise any rights or remedies granted to Lender under this Agreement,
any of the other Loan Documents, or in law or equity; (ii) enter into
possession of the Property and perform any and all work and labor which Lender
deems appropriate to repair, restore, or secure the Improvements or to partially
or wholly complete the Improvements substantially in accordance with the Plans
(as modified as deemed appropriate by Lender), and to make any other
improvements needed in order to accomplish any of the remedies available to
Lender; (iii) terminate its commitment to lend, make Advances, and make any
other disbursements under the Loan Documents; and (iv) exercise the rights
as attorney-in-fact as provided below.  All amounts so expended by
Lender in the exercise of any such remedies shall be deemed to have been
disbursed to Borrower as Loan proceeds and secured by the Deed to Secure
Debt.  Borrower hereby constitutes and appoints (which appointment is
coupled with an interest and is therefore irrevocable) Lender as Borrower's true
and lawful attorney-in-fact, with full power of substitution, and hereby
empowers Lender, acting as Borrower's attorney-in-fact, at any time after the
occurrence of an Event of Default, as follows (provided Lender shall have no
obligation to take any action as Borrower's
attorney-in-fact):  (i) to use any funds of Borrower, including
any balance which may be held in any escrow account, the Advance Account funds,
the Special Account funds, and the Loan proceeds which may remain unadvanced
hereunder, for the purpose of constructing all or any portion of the
Improvements in the manner called for by the Plans (as modified as deemed
appropriate by Lender); (ii) to make such additions and changes and
corrections in the Plans which shall be necessary or desirable to construct all
or any portion of the Improvements; (iii) to continue, amend, or terminate
all or any existing Construction Contract, Design Services Contract, Leases, or
Property Contract; (iv) to employ the Contractors, other contractors,
subcontractors, agents, Design Professionals, other design professionals, and
inspectors as shall be necessary or desirable for said purposes; (v) to
pay, settle, or compromise all existing bills and claims which are or may be
liens against the Property, or may be necessary or desirable for constructing
all or any portion of the Improvements or for the clearing of title to the
Property, or may exist or arise with respect to any Construction Contract,
Design Services Contract, Lease, or Property Contract; (vi) to execute all
applications, certificates, and other documents in the name of Borrower which
may be required for the construction of the Improvements or by any Construction
Contract, Design Services Contract, Lease, or Property Contract; (vii) to
cure any default and to perform any obligation of Borrower under any
Construction Contract, Design Services Contract, Lease, or Property Contract;
(viii) to do any and every act with respect to the Property (including the
construction of the Improvements) which Borrower could do in Borrower's own
behalf; and (ix) to prosecute and defend all actions or proceedings in
connection with the Property and to take such action and require such
performance as is deemed necessary or desirable.  The power of
attorney under this Section shall terminate upon payment of the Indebtedness in
full or upon foreclosure (or conveyance in lieu of foreclosure) of all of the
Property.  Lender shall incur no liability if any action taken by it
as attorney-in-fact as permitted above shall prove to be inadequate, invalid, or
in poor judgment, so long as Lender did not act with willful
misconduct.  BORROWER
AGREES TO INDEMNIFY AND HOLD HARMLESS LENDER FROM AND AGAINST ANY LOSS, COST,
LIABILITY, OR EXPENSE (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES)
INCURRED IN CONNECTION WITH ANY SUCH ACTION (EXCLUDING LENDER'S WILLFUL
MISCONDUCT). THE
FOREGOING INDEMNITY SHALL APPLY WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN
PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER
SOLE, COMPARATIVE, OR CONTRIBUTORY) OF LENDER, BUT SHALL NOT APPLY TO MATTERS TO
THE EXTENT SUCH MATTERS ARE CAUSED BY OR ARISE OUT OF THE WILLFUL MISCONDUCT OF
LENDER. All
rights and remedies of Lender are cumulative.

     

    ARTICLE 7
- ASSIGNMENTS; SECURITY AGREEMENT

     

    7.1           Collateral Assignment of
Construction Contract, Design Services Contract, and Plans.  As
additional security for the payment of the Indebtedness and performance of the
Obligations, Borrower hereby collaterally transfers and assigns to Lender all of
Borrower's rights and interests, but not its obligations, in, under, and to each
Construction Contract, Design Services Contract, and the Plans upon the
following terms and conditions:

     

    (a)           Lender
may use each Construction Contract, Design Services Contract, and the Plans for
any purpose relating to the Improvements, including inspections, construction,
and the completion of the Improvements.

     

    (b)           Lender
has no liability or obligation in connection with, and neither this assignment
nor any action taken by Lender shall constitute an approval or an assumption by
Lender of any liability or obligation under, any Construction Contract, Design
Services Contract, or the Plans.  Lender has no responsibility for the
adequacy of the Plans or for the construction of the Improvements, and Borrower
shall continue to be liable for all obligations of Borrower under the
Construction Contract, the Design Services Contract, and the
Plans.  Borrower hereby agrees to perform all of its obligations under
each Construction Contract and Design Services Contract.

    


    
      
        
          
            LOAN AGREEMENT – Page
38

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (c)           Unless
and until notified by Lender after the occurrence of an Event of Default,
Borrower shall have the right to exercise its rights as owner under each
Construction Contract, Design Services Contract, and the Plans, provided that
Borrower shall not cancel or amend any Construction Contract or Design Services
Contract or do or suffer to be done any act which would impair the security
constituted by this assignment without the prior written consent of
Lender.

     

    (d)           In
addition to all other rights and remedies of Lender upon an Event of Default,
Lender shall have the right (but shall have no obligation) to exercise the
rights as attorney-in-fact granted in Section 6.2
hereof with respect to any Construction Contract, Design Services Contract, or
the Plans.  Lender shall not be required to give any notice of such
election to Borrower.

     

    (e)           If
requested by Lender, Borrower shall cause each of the other parties to any or
all Construction Contract and Design Services Contract to execute, along with
Borrower, and deliver to Lender a consent and/or subordination agreement, in
form and substance acceptable to Lender, in favor of Lender, recognizing and
approving the collateral assignment to and other rights of Lender pursuant to
this Agreement.

     

    (f)           This
assignment shall inure to the benefit of Lender and its successors and assigns,
any purchaser upon foreclosure of the Deed to Secure Debt, any receiver in
possession of the Property, and any corporation affiliated with Lender which
assumes Lender's rights and obligations under this assignment.

     

    7.2           Security Agreement as to
Accounts.  Borrower hereby grants, conveys, assigns, and
transfers to Lender a security interest in all accounts, and all funds in such
accounts, which are established by Borrower with Lender pursuant to this
Agreement, including the Advance Account and any Special Account, to secure the
full and timely payment of the Indebtedness and the full and timely performance
of all Obligations of Borrower under the Loan Documents.  In addition
to the rights granted in this Agreement and available at law or in equity,
Lender shall have and be entitled to exercise all rights and remedies set forth
in the Deed to Secure Debt (with respect to the security interest created
pursuant to the Deed to Secure Debt) as to the security interest granted
herein.

     

    7.3           Collateral Assignment of
Property Contracts.  As additional security for the payment of
the Indebtedness and performance of the Obligations, Borrower hereby
collaterally transfers and assigns to Lender all of Borrower's rights and
interests that are assignable, but not its obligations, in, under, and to each
Property Contract upon the following terms and conditions:

     

    (a)           Lender
has no liability or obligation in connection with, and neither this assignment
nor any action taken by Lender shall constitute an approval or an assumption by
Lender of any liability or obligation under, any Property
Contract.  Lender has no responsibility for the performance of any
covenants or for any representations or warranties under any Property Contract,
and Borrower shall continue to be liable for all obligations of Borrower under
the Property Contracts.  Borrower hereby agrees to perform all of its
obligations under each Property Contract.

     

    (b)           Unless
and until notified by Lender after the occurrence of an Event of Default,
Borrower shall have the right to exercise its rights as owner under each
Property Contract, provided that Borrower shall not cancel or amend any Property
Contract or do or suffer to be done any act which would impair the security
constituted by this assignment without the prior written consent of
Lender.

     

    (c)           In
addition to all other rights and remedies of Lender upon an Event of Default,
Lender shall have the right (but shall have no obligation) to exercise the
rights as attorney-in-fact granted in Section 6.2
hereof with respect to any Property Contract.  Lender shall not be
required to give any notice of such election to Borrower.

    


    
      
        
          
            LOAN AGREEMENT – Page
39

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (d)           This
assignment shall inure to the benefit of Lender and its successors and assigns,
any purchaser upon foreclosure of the Deed to Secure Debt, any receiver in
possession of the Property, and any corporation affiliated with Lender which
assumes Lender's rights and obligations under this assignment.

     

    7.4           Purchase
Option.

     

    (a)           Assignment.  Borrower
has GRANTED, SOLD, ASSIGNED, TRANSFERRED AND SET OVER, and by these presents
does hereby GRANT, SELL, ASSIGN,  TRANSFER AND SET OVER unto Lender
and its successors and assigns, all of Borrower's right, title and interest in,
to and under the Purchase Option, including but not limited to any and all
rights and remedies which Borrower may have against Master Lessee or any other
party to the Sublease, subject to the terms and conditions herein contained, and
any and all of Borrower's rights in and to the Purchase
Proceeds.  These presents are given to additionally secure the
Borrower's full and complete payment and performance of all obligations under
the Loan Documents.

     

    (b)           Security
Interest.  Section 7.4(a) of this Agreement shall also
constitute a security agreement with respect to the Purchase Option and Purchase
Proceeds, and shall be, during the existence of the Loan Documents, a first and
prior security interest under the Uniform Commercial Code of Texas as to the
Contract and Proceeds.  In this regard, Borrower has GRANTED,
BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents
does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Lender a first
and prior security interest in and to the Purchase Option and the Purchase
Proceeds, to secure the full and timely payment of the Loan and the full and
timely performance and discharge of the obligations contained in the Loan
Documents.  Borrower hereby agrees to execute and deliver to Lender
such further assurances as Lender may, from time to time, reasonably consider
necessary to create, perfect and preserve Lender's security interest herein
granted, and agrees that Lender may cause financing statements, in form and
substance reasonably acceptable to Lender, and other assurances to be recorded
and filed, at such times and places as may be required or permitted by law to so
create, perfect and preserve such security interest.

     

    (c)           Payment to
Lender.  In the event of the exercise by Master Lessee of the
Purchase Option, all Purchase Proceeds to be paid directly to
Lender.  Lender may notify Master Lessee, or any other person in
possession or control of the Purchase Proceeds, to pay all of the Proceeds
directly to Lender at the address specified herein or as otherwise specified by
Lender, for which this Agreement shall be sufficient warrant.  All
Purchase Proceeds so paid to Lender shall be applied by Lender, in its sole
discretion, to the payment of the costs and expenses of Lender in enforcement of
the Loan Documents, to the payment of accrued and unpaid interest and principal
on the Loan and/or to the prepayment of the Loan, all in such order and in such
respective amounts as Lender shall from time to time determine.

    


    
      
        
          
            LOAN AGREEMENT – Page
40

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    (d)           Remedies.  Borrower,
upon the occurrence of and during the existence of an Event of Default, hereby
authorizes Lender, at its option, (i) to consummate the transactions
contemplated by the Purchase Option; (ii) to bring or defend any suits in
connection with the Purchase Option, in Borrower's name or Lender's own name;
(iii) to perform such other acts in connection with the Purchase Option as
Lender, in its sole discretion, may deem proper; and (iv) to take any other
action or proceeding, either in its own name or in the name of the Borrower or
otherwise, which Lender may deem necessary or appropriate to protect and
preserve the rights, titles and interests of Lender hereunder or of Borrower
under the Purchase Option.  Without limiting the foregoing, Lender
shall have and is hereby given full power and authority (i) to ask, demand,
collect, receive, receipt for, sue for, compound and give acquittance for any
and all amounts constituting the Purchase Proceeds, which may be due or become
due or payable under the Purchase Option; and (ii) to endorse the name of
Borrower on all commercial paper or other instruments given in payment of all or
any part of the Purchase Proceeds.  Borrower hereby constitutes and
appoints the Lender its true and lawful attorney, which appointment is hereby
coupled with an interest and is therefore irrevocable, with full power of
substitution, following the occurrence and during the existence of an Event of
Default, to take any of the foregoing acts.  Notwithstanding anything
herein to the contrary (i) Borrower hereby assigns to Lender any award made
hereafter to Borrower in any court proceeding involving the Master Lessee with
respect to the Purchase Proceeds or the Purchase Option, in any bankruptcy,
insolvency or reorganization proceeding in any state or federal court, and any
and all payments made by Master Lessee in lieu of payment of Purchase Proceeds;
and (ii) Borrower hereby appoints Lender as Borrower's irrevocable
attorney-in-fact to appear in any action and/or to collect any such award or
payment.  Such assignment and appointment shall become operative upon
the occurrence of an Event of Default and shall remain in full force and effect
so long as such Event of Default continues.

     

    (e)           Duty;
Indemnity.  Lender shall not be obligated to perform or
discharge any obligation or duty to be performed or discharged by Borrower under
the Purchase Option.  BORROWER HEREBY AGREES TO INDEMNIFY
LENDER FOR, AND TO SAVE LENDER HARMLESS FROM, ANY AND ALL LIABILITY ARISING FROM
THE PURCHASE OPTION.  This Section 7.4 shall not place
responsibility for the control, care or management of the Purchase Option upon
Lender, or make Lender responsible or liable for enforcing any of the rights of
Borrower under or with respect to the Purchase Option or otherwise.

     

    ARTICLE 8
- FINANCIAL MATTERS

     

    8.1           Financial
Statements.  Borrower shall deliver to Lender, during the term
of the Loan and until the Loan has been fully paid and satisfied, the following
Financial Statements and reports:

     

    (a)           Annual.  For
each fiscal year of Borrower:  a balance sheet (with a complete
listing of all contingent liabilities) as of the end of each fiscal year, an
income statement showing results of operations for such fiscal year, and a
sources and uses statement covering such fiscal year within ninety (90) days
after the end of each such fiscal year;

     

    (b)           Interim.  Upon
the written request of Lender prior to Completion, and without request after
Completion, for each fiscal quarter of Borrower:  a balance sheet
(with a complete listing of all contingent liabilities) as of the end of each
fiscal quarter, an income statement showing the results of operations for such
fiscal quarter, and a sources and uses statement covering such fiscal quarter
within forty-five (45) days after the end of each such fiscal
quarter;

     

    (c)           Cash
Flow.  Upon the written request of Lender prior to Completion,
and without request after Completion, a cash flow statement, in such frequency
as Lender may request;

     

    (d)           Budget.  Upon
the written request of Lender prior to Completion, and without request after
Completion, an annual budget of all income, expenses, reserves, anticipated
capital improvements, and such other items related to the Property as Lender may
reasonably request;

     

    (e)           Tax
Returns.  Tax returns (including any amendments thereof and
extensions therefor) as soon as available, and in no event later than sixty (60)
days after the filing of same, but in no event later than November 1st of
such year; and

    


    
      
        
          
            LOAN AGREEMENT – Page
41

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (f)           Other.  Upon
the written request of Lender, such other reports and Financial Statements
(including interim Financial Statements) as Lender may reasonably request from
time to time.

     

    All
Financial Statements provided to Lender pursuant hereto (i) shall be
certified, in form and substance reasonably satisfactory to Lender, by an
authorized representative of Borrower, without any qualification or exception
objectionable to Lender in its reasonable discretion; and (ii) shall
otherwise be in form and detail reasonably acceptable to
Lender.  Lender shall be entitled from time to time to inspect all
books and records relating to Borrower's financial condition and to the
Indebtedness and Property, and to make and retain copies of such books and
records.  If Borrower has any Constituent Party, upon the written
request of Lender, Borrower shall provide Lender with any and all Financial
Statements and other documents and make any and all disclosures to Lender with
respect to any such Constituent Party as Borrower is required to provide and
make and in the manner required to be provided and made with respect to
Borrower.

     

    8.2           Property
Reports.  Upon and after the earlier of (i) commencement
of operations on, occupancy of or any usage of any portion of the Property, or
(ii) Completion, or (iii) the Loan Extension, or (iv) as
otherwise provided below, Borrower shall furnish, or cause to be furnished, to
Lender, the following:

     

    (a)           Annual
Statements.  Annual operating statements with respect to the
Property, within sixty (60) days after the end of each calendar year, prepared
in such form and detail as Lender may require, and certified to by the chief
financial officer or other appropriate authorized representative of
Borrower;

     

    (b)           Interim
Statements.  Quarterly operating statements with respect to the
Property, within thirty (30) days after the end of each calendar quarter,
prepared in such form and detail as Lender may require and certified to by the
chief financial officer or other appropriate authorized representative of
Borrower; and

     

    (c)           Rent
Roll.  At any time after the execution of a Lease covering any
portion of the Property, within thirty (30) days after the end of each calendar
quarter, a written statement (rent roll) certified as true, correct, and
complete by Borrower, containing the following information as to each of such
Leases:  tenant name, suite or unit number, square feet of leased
space or unit type, commencement and expiration date, lease renewal options (if
any), the commencement date of rental payments, number of months of free rent
and details of any other concessions (if applicable), security deposits (if
any), vacancies and recent rental activities, and other pertinent information
requested by Lender.

     

    The
foregoing statements provided to Lender shall be prepared in accordance with the
cash basis of accounting, applied on a consistent basis that fairly represents
the results of the operations with respect to the Property.

     

    8.3           [intentionally
omitted].

     

    8.4           Cash Flow
Distributions.  Borrower shall not distribute any Net Operating
Income or other net cash flow derived from the Property to any partner,
shareholder, member or other equity interest holder in Borrower or to any
creditor (other than Lender) of Borrower during the existence of any Event of
Default under the Loan Documents.

     

    8.5           Guarantor Financial
Covenants.  Borrower shall cause each Guarantor to comply with
each and every financial covenant of such Guarantor as contained in the Guaranty
for such Guarantor.  Failure of any such Guarantor to comply with such
financial covenants shall be an Event of Default hereunder.

    


    
      
        
          
            LOAN AGREEMENT – Page
42

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    ARTICLE 9
- MISCELLANEOUS

     

    9.1           Successors and
Assigns.  This Agreement shall be binding upon, and shall inure
to the benefit of, Borrower, Guarantor, and Lender, and their respective heirs,
legal representatives, successors and assigns; provided, however, that Borrower
or any Guarantor may not assign any rights or obligations under this Agreement
without the prior written consent of Lender.

     

    9.2           Construction.  The
Article, Section, and Subsection titles hereof are inserted for convenience of
reference only and shall in no way alter, modify, define, or be used in
construing the text of such Articles, Sections, or Subsections.  Time
is of the essence in the performance of the covenants contained in this
Agreement and the other Loan Documents, provided that if any time period for
performance ends on a day which is not a Business Day, then such period shall be
deemed to end on the next succeeding Business Day.

     

    9.3           Survival.  This
Agreement and the terms, provisions, and conditions hereof shall survive and
continue in full force and effect until Lender's obligation to make Advances has
terminated and the entire Indebtedness and all Obligations have been fully paid
and performed; provided that all indemnities contained in this Agreement shall
survive the payment and performance of the Indebtedness and the Obligations, the
release, partial release, or foreclosure (or action in lieu of foreclosure) of
the lien of the Deed to Secure Debt, and the exercise by Lender of any and all
remedies set forth herein or in the other Loan Documents.

     

    9.4           Applicable
Law.  THIS
AGREEMENT, THE NOTE, AND THE OTHER LOAN DOCUMENTS  SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY CONFLICT
OF LAW PRINCIPLES.  Borrower hereby
irrevocably:  (i) agrees that any action or proceeding arising
out of or in connection with any of the Loan Documents shall be brought in the
applicable state court in the county in Dallas County, Texas, or in the United
States District Court that encompasses such county; (ii) submits to the
nonexclusive jurisdiction of such courts with respect to any such action or
proceeding; and (iii) waives any objection it may now or hereafter have as
to the venue of any such action or proceeding brought in any such court or that
any such court is an inconvenient forum.

     

    9.5           Notices.  All
notices or other communications required or permitted to be given pursuant to
this Agreement shall be in writing and shall be deemed properly given when given
as provided in the Note.

    


    
      
        
          
            LOAN AGREEMENT – Page
43

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    9.6           No Obligation by Lender to
Construct.  Lender has no liability or obligation whatsoever or
howsoever in connection with the Property or the development, construction, or
completion thereof or work performed thereon, and has no obligation except to
disburse the Loan proceeds as agreed in the Loan Documents.  Lender
has no duty to inspect the construction of the Improvements, and if Lender
(including any Inspector or other person or entity on behalf of Lender) should
inspect the construction of the Improvements, Lender shall have no liability or
obligation to Borrower or any other party or third person arising out of such
inspection.  No such inspection nor any failure by Lender to make
objections after any such inspection shall constitute a representation by Lender
that the Improvements are in accordance with the Plans, Governmental
Requirements, or any other requirement, or constitute a waiver of Lender's right
thereafter to insist that the Improvements be constructed in accordance with the
Plans, all Governmental Requirements, or any other requirement or constitute a
waiver of any breach, Event of Default, or other matter.  Lender is
not liable or responsible, and under no circumstances whatsoever shall Lender be
or become liable or responsible, for the performance or default of Borrower or
any Contractor or subcontractor, or for any failure to construct, complete,
protect, or insure the Improvements or the Property, or any part thereof, or for
the payment of any cost or expense incurred in connection therewith, or for the
performance or nonperformance of any obligation of Borrower or any Guarantor,
and Lender makes no representation regarding any of the
foregoing.  Nothing, including any Advance, payment by Lender of any
obligation of Borrower or others, exercise by Lender of any of its rights and
remedies, approval of any matter, or acceptance of any document or instrument,
shall be construed as an assumption of liability, undertaking, representation,
or warranty, express or implied, on Lender's part unless expressly agreed in
writing by Lender.

     

    9.7           Lender Approvals and
Requirements.  Lender's approval (which shall include any
approval or consent by Lender or Lender's representatives) of any matter in
connection with the Loan shall be for the sole purpose of protecting Lender's
security and rights.  No such approval shall result in an assumption
of any liability or obligation, nor result in a waiver of any breach or default
of Borrower.  In no event shall Lender's approval be a representation,
warranty, or undertaking by Lender of any kind with regard to the matter being
approved.  Without limiting the foregoing, no approval by Lender
related to the Plans, the Budget, the Construction Schedule, a Construction
Contract, a Design Services Contract, a Draw Request, any construction, or any
other matter, shall, in any way, be deemed to imply any warranty,
representation, or covenant by Lender, including that the Improvements, if so
constructed, will be structurally sound, will conform to any standards or
requirements, will comply with the Plans or any or all restrictive covenants,
Governmental Requirements, or other requirements, will be fit for any particular
purpose, or will have a particular market value.  Except only as
expressly set forth in the Loan Documents that Lender's "reasonable" discretion
or approval is needed, as to matters referenced in the Loan Documents that
require the consent or approval by Lender, or that involve a determination by
Lender of whether something is acceptable or satisfactory to Lender, such
consent, approval, or determination may be granted or denied in Lender's sole
and absolute discretion, and no consent or approval shall be effective unless
the same is expressly set forth in writing by Lender.  In no event
shall any other act nor any omission on the part of Lender be construed as a
consent or approval nor serve to later estop Lender's right to withhold its
consent or approval as to a particular matter.  The purpose of all
requirements (including conditions to Advances) of Lender under the Loan
Documents is solely to allow Lender to protect Lender and Lender's interests
with respect to the Loan.  Neither Borrower, any Guarantor or
Constituent Party, nor any third party shall have the right to rely on any
requirements, reviews, or procedures required, obtained, or conducted by Lender,
Borrower hereby acknowledging that Borrower has sole responsibility for all
matters related to the Property and operations and construction related
thereto.

     

    9.8           Relationship of
Parties.  Nothing herein shall be construed as making or
constituting Lender as an agent (except with respect to Lender's rights as
attorney-in-fact granted in this Agreement) or partner of
Borrower.  Borrower hereby expressly acknowledges that no term or
condition of the Loan Documents shall be construed so as to deem the
relationship between Borrower, any Guarantor and Lender to be other then that of
borrower, guarantors and lender, and Borrower shall at all times represent that
the relationship between Borrower, any Guarantor and Lender is solely that of
borrower, guarantors and lender.

     

    9.9           Severability.  In
the event that any one or more of the provisions contained in this Agreement, or
any of the other Loan Documents, or the application thereof to any person or
circumstance, shall, for any reason and to any extent, be held invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this Agreement or any
of the other Loan Documents, nor the application of such provision to other
persons or circumstances to the extent lawful, but such provision shall be
enforced to the greatest extent permitted by law.

    


    
      
        
          
            LOAN AGREEMENT – Page
44

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    9.10           Participations.  Lender
may assign the Note, or participation interests in the Note, and any related
rights under the Loan Documents, without notice to or the consent of Borrower or
any Constituent Party or Guarantor.  Lender may, in connection with
any such assignment, participation, or proposed assignment or participation,
disclose any nonpublic information relating to Borrower, any Constituent Party,
any Guarantor, and their affiliates furnished to Lender by or on behalf of
Borrower, a Constituent Party, a Guarantor, or their affiliates, including,
without limitation, any and all information received by Lender regarding their
creditworthiness, business operations, financial statements, Property, and all
contracts, leases, and operations related to the Property.  Lender
shall have any participant or potential participant agree to keep confidential
any such information received from Lender.

     

    9.11           Usury Savings
Provision.  Notwithstanding anything else contained in this
Agreement or any other Loan Document to the contrary, it is the intent of Lender
and Borrower to conform strictly to all applicable usury laws.  Lender
and Borrower agree that regardless of any agreement, contingency, event, or act,
the interest contracted for, taken, received, reserved, or charged, directly or
indirectly, by Lender in connection with the Loan shall not exceed the maximum
rate or amount of interest Lender may contract for, take, receive, reserve, or
charge under applicable laws.  The provisions contained in the Note
(related to not exceeding the maximum rate or amount of interest permitted by
law) are incorporated in this Agreement for all purposes.

     

    9.12           Controlling
Document.  In the event of a conflict between the terms and
conditions of this Agreement and the terms and conditions of any other Loan
Document, the terms and conditions of this Agreement shall control.

     

    9.13           Consumer Protection
Waiver.  To the maximum extent allowed by applicable law,
Borrower hereby waives the provisions of any and all consumer protection
laws.  It is the intent of Lender and Borrower that the rights and
remedies with respect to this transaction shall be governed by legal principles
other than those governing consumer protection.  The waiver set forth
herein shall expressly survive the termination of the referenced transaction and
is expressly acknowledged by Borrower.

     

    9.14           Counterparts.  To
facilitate execution, this instrument may be executed in as many counterparts as
may be convenient or required.  It shall not be necessary that the
signature of, or on behalf of, each party, or that the signature of all persons
required to bind any party appear on each counterpart.  All
counterparts shall collectively constitute a single instrument.  It
shall not be necessary in making proof of this instrument to produce or account
for more than a single counterpart containing the respective signatures of, or
on behalf of, each of the parties hereto.  Any signature page to any
counterpart may be detached from such counterpart without impairing the legal
effect of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.

     

    9.15           WAIVER OF RIGHT TO TRIAL BY
JURY.  LENDER AND BORROWER, UNCONDITIONALLY AND IRREVOCABLY,
EACH WAIVES, RELINQUISHES, AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
THE LOAN, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, AND/OR ANY ACTION TAKEN IN
CONNECTION THEREWITH, INCLUDING THOSE BASED ON OR ARISING FROM AN ALLEGED
CONTRACT CLAIM, TORT, STATUTE, CONSTITUTION, OR OTHER.  BORROWER
ACKNOWLEDGES THAT THIS WAIVER IS MADE VOLUNTARILY, KNOWINGLY, AND WITH FULL
AWARENESS OF THE LEGAL CONSEQUENCES.

    


    
      
        
          
            LOAN AGREEMENT – Page
45

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    9.16           ENTIRE
AGREEMENT.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.  THIS INSTRUMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN
WRITING EXECUTED BY THE PARTIES HERETO.

     

    IN
WITNESS WHEREOF, the parties hereto have signed this Agreement.

     

    [The
remainder of this page intentionally left blank.]

    


    
      
        
          
            LOAN AGREEMENT – Page
46

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              LENDER:

                            
	 
      	 
      	 
      
	 
      	
                              MUTUAL
      OF OMAHA BANK,

                            
	 
      	
                              a
      federal savings bank

                            
	 
      	 
      
	 
      	
                              By:

                            	
                                    
                                /s/
      Christopher J. Martineau

                              

                            
	 
      	
                              Name:

                            	
                              Christopher
      J. Martineau

                            
	 
      	
                              Title:

                            	
                              Senior
      Vice
President

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
          LOAN AGREEMENT – Signature Page
1

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	BORROWER:
	 
      	 	 
      
	 
      	ROME
      LTH PARTNERS, LP,
	 
      	a
      Texas limited partnership
	 
      	 	 
      	 
      
	 
      	
                                  By:

                                	Rome
      LTH Managers, LLC,
	 
      	 	a
      Texas limited liability company,
	 
      	 	its
      general partner
	 
      	 	 
      	 
      
	 
      	 	
                                  By:

                                	
                                        
                                    /s/
      Jason K. Dodd

                                  

                                
	 
      	 	
                                  Name:

                                	
                                  Jason
      K. Dodd

                                
	 
      	 	
                                  Title:

                                	
                                  Manager

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            LOAN AGREEMENT – Signature Page
2

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    Land

    


    [A
description of the Land follows this cover page.]

    


    
      
        
          
            EXHIBIT
A, Land – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    Budget

    


    [The
Budget follows this cover page.]

    


    
      
        
          
            EXHIBIT
B, Budget – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
D

     

    Draw
Request Form

    


    [The Draw
Request Form follows this cover page.]

    


    
      
        
          
            EXHIBIT
D, Draw Request Form – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Draw
Request

     

    [MUST
BE SUBMITTED MORE THAN 5 BUSINESS DAYS PRIOR

    TO
DISBURSEMENT]

     

    To:           Mutual
of Omaha Bank  ("Lender")

     

    Reference
is made to that certain Loan Agreement ("Loan Agreement")
between ROME LTH PARTNERS, LP, a Texas limited partnership ("Borrower") and
Lender, dated as of December 18, 2009.  The defined terms in this Draw
Request shall have the same meanings as provided therefor in the Loan
Agreement.  This Draw Request serves as Borrower's request for an
Advance under the Loan Agreement, in the amount requested on Line A.1 below,
which Advance proceeds are to be deposited into the Advance
Account.

     

    
      
        	
                A.

              	
                GENERAL.

              


      

       

      
        
          
            
              	
                      1.

                    	
                      Requested
      Advance.

                    	 
      	
                      $

                    
	 
      	 
      	 
      	 
      
	
                      2.

                    	
                      Construction
      draw cut-off date.

                    	 
      	
                                                                    ,
      20      

                    
	 
      	 
      	 
      	 
      
	
                      3.

                    	
                      Requested
      funding date (must be more than 5

                    	 
      	 
      
	 
      	
                      business
      days from date of submission

                    	 
      	 
      
	 
      	
                      to
      Lender).

                    	 
      	
                      
                                                                      ,
      20      

                      

                    


            

          

        

      

       

      
        	
                B.

              	
                FUNDS AVAILABLE TO
      FUND REQUESTED ADVANCE.

              


      

       

      
        
          
            	 
      	
                    Loan Proceeds

                  	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                    1.

                  	
                    Loan
      Commitment

                  	 
      	
                    $                      

                  	 
	 
      	 
      	 
      	 
      	 
	
                    2.

                  	
                    Plus
      Borrower's Deposit

                  	 
      	
                    +$                      

                  	 
	 
      	 
      	 
      	 
      	 
	
                    3.

                  	
                    Plus
      Special Account deposits:

                  	 
      	
                    +$                      

                  	 
	 
      	 
      	 
      	 
      	 
	
                    4.

                  	
                    Less
      all prior Loan Advances

                  	 
      	
                    -$                      

                  	 
	 
      	 
      	 
      	 
      	 
	
                    5.

                  	
                    Amount
      available for

                  	 
      	 
      	 
	 
      	
                    additional
      Advances

                  	 
      	
                    $                      

                  	 


          

        

      

       

      The
amount on Line B.5 hereof
must be greater than the amount on Line A.1
hereof.  Any funds in the Advance Account, and, if applicable, any
funds in any Special Account and any Borrower Equity intended for any of the
purposes of the requested Advance, must be exhausted before Loan proceeds may be
Advanced.

       

      
        	
                C.

              	
                RUNNING TOTAL OF
      AMOUNT SPENT ON CONSTRUCTION OF IMPROVEMENTS TO
    DATE.

              


      

       

      
        
          
            
              
                
                  
                    	
                            1.

                          	
                            Enter:  amount
      of total construction cost

                          	 
      	 
      
	 
      	
                            (the
      total of Column ___ on

                          	 
      	 
      
	 
      	
                            the
      Budget attached hereto as

                          	 
      	 
      
	 
      	
                            Schedule 1).

                          	 
      	
                            $                      

                          


                  

                

              

            

          

        

      


      
        
          
            Draw Request –
Page 1  

          

        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              	
                      2.

                    	
                      Enter:  total
      amount spent to date on

                    	 
      	 
      
	 
      	
                      construction
      of Improvements from

                    	 
      	 
      
	 
      	
                      all
      sources including costs paid by

                    	 
      	 
      
	 
      	
                      Borrower
      and prior advances.

                    	 
      	
                      $                      

                    
	 
      	 
      	 
      	 
      
	
                      3.

                    	
                      Total
      (Aggregate of C.1 and C.2)

                    	 
      	
                      $                      

                    


            

          

        

      

    

     

    
      	
              D.

            	
              REPRESENTATIONS AND
      WARRANTIES.  Borrower hereby represents, warrants, and
      certifies to Lender as follows:

            


    

     

    
      	
               
      

            	
              1.

            	
              Loan
      Agreement.  The authorized representative of Borrower
      executing this Draw Request on behalf of Borrower (herein referred to as
      "Authorized
      Representative") has read the Loan Agreement and other pertinent
      Loan Documents and understands the Advance procedures and requirements,
      including (without limitation) the Draw Request procedures and the
      conditions precedent to an Advance.  Authorized Representative
      has made such examination and investigation as is necessary to enable the
      Borrower to represent, warrant, and certify as to the matters set forth in
      this Draw Request.

            


    

     

    
      	
               
      

            	
              2.

            	
              Prior
      Advances.  All prior Advances to Borrower have been
      applied to the payment of obligations of Borrower for materials, labor and
      other costs incurred in connection with the construction of the
      Improvements, and for no other
purpose.

            


    

     

    
      	
               
      

            	
              3.

            	
              Draw Request and
      Attachments Constituting Complete Draw Package.  Attached
      to this Draw Request is a fully completed set of all the documents
      required by the Loan Agreement for the requested Advance specified in
      Line A.1
      above.  This Draw Request is accompanied by a transmittal letter
      to Lender which lists all of the attachments to this Draw Request which
      collectively comprise the draw
package.

            


    

     

    
      	
               
      

            	
              4.

            	
              Approval of AIA G702
      and AIA G703.  The Borrower expressly approves of the
      attached AIA G702 and AIA G703, if
any.

            


    

     

    
      	
               
      

            	
              5.

            	
              Down Date
      Endorsement.  The Borrower expressly represents that
      Lender will receive a title down date endorsement dated within two (2)
      days prior to the Advance showing no liens or notices of liens against the
      Property recorded after the Mortgage was
  recorded.

            


    

     

    
      	
               
      

            	
              6.

            	
              Requested Advance to
      Pay Costs Incurred on or Before Construction Draw Cut-off
      Date.  The requested Advance represents items owed by
      Borrower for labor, materials, and other costs incurred on or before the
      construction draw cut-off date specified in Line A.2
      above.

            


    

     

    
      	
               
      

            	
              7.

            	
              Disbursement of
      Proceeds of Requested Advance.  The Borrower will use the
      proceeds of the requested Advance solely for the purpose of paying
      obligations owed by the Borrower for labor, materials, and other costs
      incurred in connection with such construction as shown on the Budget and
      this Draw Request, and for no other
purpose.

            


    

     

    
      	
               
      

            	
              8.

            	
              Representation of Full
      Payment.  Upon disbursement by the Borrower of the
      proceeds of the requested Advance, all obligations for labor, materials,
      and other costs incurred by the Borrower in connection with such
      construction and which are due and payable on or before the construction
      draw cut-off date referred to in Line A.2
      above will be fully and promptly paid and
  satisfied.

            


    

    


    
      
        
          
            Draw Request – Page
2

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              9.

            	
              Compliance with
      Conditions Precedent.  All covenants, agreements, and
      conditions required by the terms of the Loan Agreement to be performed or
      complied with by the Borrower as conditions precedent to the funding of
      the requested Advance have been performed and complied
    with.

            


    

     

    
      	
               
      

            	
              10.

            	
              Confirmation of
      Representations, Etc.  As of the date hereof, the
      representations and warranties contained in the Loan Agreement are true
      and correct in all material respects and no Event of Default and/or event
      which, with the lapse of time or giving of notice, or both, would
      constitute an Event of Default,
exists.

            


    

     

    This Draw
Request is given for the purpose of inducing the Lender to disburse the
requested Advance.  The Borrower recognizes that the Lender is relying
upon this Draw Request and the accuracy of the attachments in making such
Advance.

     

    DATED:  ______________,
20___.

     

    
      
        
          
            
              
                
                  
                    
                      	BORROWER:
	 
      	 
      
	ROME
      LTH PARTNERS, LP,
	a
      Texas limited partnership
	 
      	 
      
	
                              By:

                            	Rome
      LTH Managers, LLC,
	 
      	a
      Texas limited liability company,
	 
      	its
      general partner
	 
      	 
      	 
      
	 
      	
                              By:

                            	
                                 

                            
	 
      	
                              Name:

                            	
                                 

                            
	 
      	
                              Title:

                            	
                              Manager

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            Draw Request – Page
3

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1


     

    to


     

    Draw
Request

     

    [The
Budget follows this cover page.]

    


    
      
        
          
            SCHEDULE
1, Draw Request – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
D-1


     

    Subcontractor
Status Log

     

    [The
Subcontractor Status Log follows this cover page.]

    


    
      
        
          
            EXHIBIT
D-1, Subcontractor Status Log – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SUBCONTRACTOR
STATUS LOG

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              	
                                                                                                                                      LINE
      

                                                                                                                                    	 	 	 	 	 	 	 	
                                                                                                                                      CHANGE
      ORDERS

                                                                                                                                    	 	 
	
                                                                                                                                      ITEM/

                                                                                                                                      COST

                                                                                                                                      CODE

                                                                                                                                    	 	
                                                                                                                                      DESCRIPTION

                                                                                                                                    	 	
                                                                                                                                      SUBCONTRACTOR/

                                                                                                                                      SUPPLIER

                                                                                                                                    	 	
                                                                                                                                      ORIGINAL

                                                                                                                                      CONTRACT

                                                                                                                                    	 	
                                                                                                                                      1

                                                                                                                                    	 	
                                                                                                                                      2

                                                                                                                                    	 	
                                                                                                                                      3

                                                                                                                                    	 	
                                                                                                                                      4

                                                                                                                                    	 	
                                                                                                                                      5

                                                                                                                                    	 	
                                                                                                                                      6

                                                                                                                                    	 	
                                                                                                                                      7

                                                                                                                                    	 	
                                                                                                                                      8

                                                                                                                                    	 	
                                                                                                                                      9

                                                                                                                                    	 	
                                                                                                                                      10

                                                                                                                                    	 	
                                                                                                                                      CURRENT

                                                                                                                                      CONTRACT

                                                                                                                                    
	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      


                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            Subcontractor
Status Log – Solo Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

     

    Compliance
Certificate

     

    [The
Compliance Certificate follows this cover page.]

    


    
      
        
          
            EXHIBIT
E, Compliance Certificate – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    BORROWER'S
LETTERHEAD

     

    Date:

     

    Mutual of
Omaha Bank

    4455 LBJ
Freeway, Suite 907

    Dallas,
Texas  752244

    Attention:  Commercial
Real Estate Lending

    


    Project:                          Cirrus-Floyd
Medical Center

    Loan:                             $12,750,000.00

    Borrower:                      Rome
LTH Partners, LP

    


    Following
is the statement of operations for the above-referenced Project for the _______
months ending ___________, 20__.  Attached are the appropriate
operating statements which further detail the figures presented
below.

     

    Net
Rentable Area _________ SF

     

    
      	
              Revenues:

            	
              Rents

            	
              $

            
	 
      	
              Reimbursements

            	
              $

            
	 
      	
              Misc.
      Income

            	
              $

            
	 
      	
              GROSS
      INCOME

            	
              $

            


    

    


    
      	
              Operating
      Expenses:

            	
              General
      & Admin.

            	
              $

            
	 
      	
              Management
      Fee

            	
              $

            
	 
      	
              Insurance

            	
              $

            
	 
      	
              Repairs
      & Maintenance

            	
              $

            
	 
      	
              Real
      Estate Taxes

            	
              $

            
	 
      	
              Lease
      Commissions

            	
              $

            
	 
      	
              Other
      Expenses

            	
              $

            
	 
      	
              TOTAL
      OPERATING EXPENSES

            	
              $

            


    

    


    Net
Operating Income (NOI):

    
      
        
          	 
      	
                  GROSS
      INCOME

                	
                  $

                
	 
      	
                  less
      TOTAL OPERATING EXPENSES

                	
                  $

                


        

      

    

    


    
      	
              Debt
      Service:

            	 
      	
              $

            


    

    


    Debt
Service Coverage Ratio (DSCR):  (NOI/Debt Service) = ______ to
1

    


    This
Compliance Certificate is provided to comply with the guidelines required in the
Loan Agreement (for the Loan provided by Mutual of Omaha Bank ("Lender") to Borrower
with respect to the Project).  I acknowledge Lender may require
additional backup or verification materials to review, accept or reject the
materials set forth herein, and I agree to furnish the same, upon request by
Lender, as a condition to Lender's confirmation of the DSCR requirement in
question.  In the event the DSCR fails to meet the requirements
outlined in the Loan Agreement, a complete discussion of the factors affecting
the Project's operating performance and proposed remedies are
attached.

    


    
      
        
          
            Compliance Certificate – Page
1

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    I hereby
certify that the above information is, to the best of my knowledge, accurate;
and I am a duly authorized agent of Borrower.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	BORROWER:
	 	 
      
	ROME
      LTH PARTNERS, LP,
	a
      Texas limited partnership
	 	 
      	 
      
	
                                By:

                              	Rome
      LTH Managers, LLC,
	 	
                                a
      Texas limited liability company,

                              
	 	
                                its
      general partner

                              
	 	 
      	 
      
	 	
                                By:

                              	
                                   

                              
	 	
                                Name:

                              	
                                   

                              
	 	
                                Title:

                              	
                                Manager

                              


                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            Compliance Certificate – Page
2

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

     

    Affidavit of Commencement

     

    [The form
of Affidavit of Commencement follows this cover page.]

    


    
      
        
          
            EXHIBIT
G, Affidavit of Commencement – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Affidavit of
Commencement

     

    BEFORE
ME, the undersigned authority, on this day personally appeared,
______________________________, an authorized representative of  ROME
LTH PARTNERS, LP, a Texas limited partnership ("Owner"), and
_____________________________, an authorized representative of BRASFIELD &
GORRIE, a ____________________ ("Contractor"), known
to me to be the persons (collectively, "Affiants") whose
names are subscribed below, and who, being by me first duly sworn, did each on
his or her oath state as follows:

     

    
      
        
          
            
              
                
                  	
                          Owner.

                        	
                          The
      name and address of Owner are:

                        
	 
      	 
      
	 
      	
                          ROME
      LTH PARTNERS, LP

                        
	 
      	
                          9301
      N. Central Expressway, Suite 300

                        
	 
      	
                          Dallas,
      Texas 75231

                        
	          
      	 
	
                          Contractor.

                        	
                          The
      name and address of Contractor are:

                        
	 
      	 
      
	 
      	
                          BRASFIELD
      & GORRIE

                        
	 
      	 
      
	 
      	 
      


                

              

            

          

        

      

    

     

    Land.  Owner
is the ground lessee of the real property (the "Land") situated
in  Floyd County, Georgia, more particularly described on Exhibit "A"
attached hereto and incorporated herein for all purposes.

     

    Improvements.  The
Owner and Contractor have executed a contract dated __________, 2009, for
Contractor to construct certain improvements ("Improvements"), which
are being, or will be, constructed on the Land and are generally described as
follows: a three-story, 54,389
square foot hospital building housing a 45 bed long term acute care hospital and
other hospital uses, and related improvements.

     

    Original
Contractors.  The name and address of each original contractor
(other than Contractor) with Owner, presently known, after diligent inquiry, to
the Owner, that is furnishing, or will furnish, labor, services, or materials
(including specifically fabricated materials), for the construction of
improvements to the Land, and the nature of such labor, services or materials
(including specifically fabricated materials), are as stated on Exhibit "B"
attached hereto and incorporated herein by reference for all
purposes.

     

    Commencement
Date.  Work on the Improvements actually commenced on
__________________________, 20__________ at approximately _________ o'clock
_____.m.

     

    Affidavit.  This
Affidavit of Commencement has been jointly made by Owner and Contractor by and
through an authorized representative of each, the same being the Affiants, and
may be recorded by any person with the County Clerk of the county in which the
Land is located, whereupon it shall be deemed to have been jointly filed by
Owner and Contractor.

     

    DATED
this ______ day of _______________________, 20__________.

    


    
      
        
          
            Affidavit of Commencement – Page
1

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        AFFIANTS:

                                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                        Printed Name:

                                      	
                                           

                                      
	 
      	
                                        who
      is an authorized representative of Owner

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                        Printed Name:

                                      	
                                           

                                      
	 
      	
                                        who
      is an authorized representative of Contractor

                                      
	 
      	 
      	 
      
	
                                        THE
      STATE OF GEORGIA

                                      	
                                        §

                                      	 
      
	 
      	
                                        §

                                      	 
      
	
                                        COUNTY OF   
      

                                      	 	  
    	
                                        §

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

        This
instrument was SUBSCRIBED, SWORN and ACKNOWLEDGED before me on the __________
day of _______________, 20_____, by ________________________________________
__________________________.

      

       

      
        
          	 
      	 
      
	 
      	
                  Notary
      Public, State of Georgia

                


        

      

       

      
        	 	 
      	 
      
	
                THE
      STATE OF GEORGIA

              	
                §

              	 
      
	 
      	
                §

              	 
      
	
                COUNTY OF   
      

              	 	  
    	
                §

              	 
      


      

       

      This
instrument was SUBSCRIBED, SWORN and ACKNOWLEDGED before me on the __________
day of _______________, 20_____, by _____________________________________
_____________________________.

       

      
        
          	 
      	 
      
	 
      	
                  Notary
      Public, State of
Georgia

                


        

      

    

    


    
      
        
          
            Affidavit of Commencement – Page
2

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
H

     

    Affidavit
of Completion

    


    [The form
of Affidavit of Completion follows this cover page.]


    


    
      
        
          
            EXHIBIT
H, Affidavit of Completion – Cover Page

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Affidavit of
Completion

     

    BEFORE
ME, the undersigned authority, on this day personally appeared,
______________________________, an authorized representative of  ROME
LTH PARTNERS, LP, a Texas limited partnership ("Owner"), and
_____________________________, an authorized representative of BRASFIELD &
GORRIE, a ____________________ ("Contractor"), known
to me to be the persons (collectively, "Affiants") whose
names are subscribed below, and who, being by me first duly sworn, did each on
his or her oath state as follows:

     

    
      
        
          
            
              
                
                  
                    	
                            Owner.

                          	
                            The
      name and address of Owner are:

                          
	 
      	 
      
	 
      	
                            ROME
      LTH PARTNERS, LP

                          
	 
      	
                            9301
      N. Central Expressway, Suite 300

                          
	 
      	
                            Dallas,
      Texas 75231

                          
	 	 
	
                            Contractor.

                          	
                            The
      name and address of Contractor are:

                          
	 
      	 
      
	 
      	
                            BRASFIELD
      & GORRIE

                          
	 
      	 
      
	 
      	 
      


                  

                

              

            

          

        

      

    

     

    Real
Property.  Owner is the ground lessee of the real property
("Real
Property") situated in Floyd County, Georgia, which Real Property is more
particularly described on Exhibit "A"
attached hereto and incorporated herein for all purposes.

     

    Improvements.  Certain
improvements ("Improvements") were
furnished on the Real Property under an original contract ("Contract") between
Owner and Contractor, which Improvements are generally described as
follows:  a
three-story, 54,389 square foot hospital building housing a 45 bed long term
acute care hospital and other hospital uses, and related improvements,
and related improvements.

     

    Completion.  The
Improvements under the Contract between Owner and Contractor have been
completed, and the date of such completion was ____________________,
20_____.

     

    Affiants.  The
Affiants are authorized representatives of Owner and Contractor and have been
duly authorized to execute this Affidavit of Completion and cause it to be
recorded with the County Clerk of the county in which the Real Property is
located.

     

    NOTICE:  A
CLAIMANT MAY NOT HAVE A LIEN ON RETAINED FUNDS UNLESS THE CLAIMANT FILES THE
AFFIDAVIT CLAIMING A LIEN NOT LATER THAN THE 30TH DAY AFTER THE DATE OF
COMPLETION.

     

    DATED
this _______ day of ____________________, 20____.

    


    
      
        
          
            Affidavit
of Completion – Page 1

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          AFFIANTS:

                                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          Printed Name:

                                        	
                                             

                                        
	 
      	
                                          who
      is an authorized representative of Owner

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          Printed Name:

                                        	
                                             

                                        
	 
      	
                                          who
      is an authorized representative of Contractor

                                        
	 
      	 
      	 
      
	
                                          THE
      STATE OF GEORGIA

                                        	
                                          §

                                        	 
      
	 
      	
                                          §

                                        	 
      
	
                                          COUNTY OF   
      

                                        	 	  
    	
                                          §

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
           

          This
instrument was SUBSCRIBED, SWORN and ACKNOWLEDGED before me on the __________
day of _______________, 20_____, by ________________________________________
__________________________.

        

         

        
          
            	 
      	 
      
	 
      	
                    Notary
      Public, State of Georgia

                  


          

        

         

        
          	 	 
      	 
      
	
                  THE
      STATE OF GEORGIA

                	
                  §

                	 
      
	 
      	
                  §

                	 
      
	
                  COUNTY OF   
      

                	 	  
    	
                  §

                	 
      


        

         

        This
instrument was SUBSCRIBED, SWORN and ACKNOWLEDGED before me on the __________
day of _______________, 20_____, by _____________________________________
_____________________________.

         

        
          
            	 
      	 
      
	 
      	
                    Notary
      Public, State of
Georgia

                  


          

        

      

    

    


    
      
        
          
            
              Affidavit
of Completion – Page 2